1.1 The parties may from time to time enter into agreements by which Pixel Cube will provide services to the Client (Services), including the creation and delivery of specific work products, reports, software, documentation, hardware, or other outputs (Deliverables)..

1.2 Each provision of Services forms a separate agreement between the parties, incorporating the terms of this agreement.

2.1 In this clause 2, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.

2.2 Pixel Cube will render invoices for fees payable in accordance with the relevant Service (Fees), and Client must pay the amount of each invoice within 14 days of receipt of such invoice.

2.3 Such claims for Fees may include out of pocket expenses or other costs.

2.4 The basis upon which the Fees, expenses or other costs are calculated are subject to change at the discretion of Pixel Cube, but any such changes will be communicated to the Client in advance before provision of Services calculated upon the new basis. Such changes shall not alter the terms and conditions of this agreement.

2.5 If a party (Provider) makes a supply under or in connection with this agreement to another party (Recipient) in respect of which GST is payable, the consideration for the supply but for the application of this clause 2.4 (GST exclusive consideration) is increased by and the Recipient must pay, an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made.

2.6 If a party must reimburse or indemnify another party for a loss, cost or expense, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other party is entitled to for the acquisition to which that loss, cost or expense relates, and is then increased in accordance with clause 2.4.

2.7 The Client acknowledges that Pixel Cube may be entitled to receive and will receive other remuneration and/or benefits from third parties relating to or based upon the provision of the Services to the Client or the licensing by a third-party software vendor of its software to Client. The Client acknowledges that Pixel Cube is not required to disclose details or the amount of such remuneration and/or benefits to the Client.

3.1 For the purposes of this clause 3, Background IP means all intellectual property rights owned by or licensed to a party (other than a licence to that party by the other party granted in accordance with this Agreement):

(a) existing prior to the commencement of the applicable Statement of Work;

(b) developed independently of the Services; or

(c) subsisting in the party's technology, software, methodologies or know-how, including without limitation algorithms, templates, architecture, class libraries, objects and reports, and any derivatives, improvements, enhancements, developments, modifications or extensions to any of the foregoing.

3.2 The parties acknowledge and agree that a party will retain all intellectual property rights in its Background IP and that this clause 3 does not affect the ownership in any Intellectual Property Rights in a party’s Background IP.

3.3 Pixel Cube grants Client a non-exclusive, non-transferable licence to use such of the Pixel Cube’s Background IP as is embodied in any Deliverables, to the extent necessary for the Client to use those Deliverables for Client's own internal business purposes.

3.4 Client grants Pixel Cube a non-exclusive, non-transferable sub-licensable licence to use the Client Background IP to the extent necessary for Pixel Cube to provide the Services and develop the Deliverables or to obtain the benefit of any other use rights granted under this Agreement.

3.5 Unless otherwise specified, all right and title to intellectual property rights in any Services provided to Client vests in or is transferred or assigned to Pixel Cube immediately upon creation.

3.6 Pixel Cube grants Client a non-exclusive, royalty-free, sub-licensable irrevocable licence to use, reproduce, copy, modify, translate and adapt the Deliverables to the extent necessary for the Client to use those Deliverables for Client's own internal business purposes.

4.1 The parties agree that this agreement is and will remain at all times confidential and must not be disclosed except as expressly agreed by the parties.

4.2 Neither party may use, disseminate or make copies of any information provided by the other party unless express approval is given in advance by the other party.

4.3 This clause 4 supersedes any previous understandings or agreements relating to confidentiality that the parties have entered into (including under a non-disclosure agreement or confidentiality deed), and the obligations of the parties under any other confidentiality arrangement are subsumed by and merge with the provisions of this clause 4.

4.4 Notwithstanding any other clause of this Agreement, Pixel Cube is permitted to disclose such of the Client’s Confidential Information which relates to the Services and/or the Deliverables to any third-party software vendor whose software has been licensed or used in conjunction with the Services and/or the Deliverables.

5.1 Pixel Cube enters into this Agreement (and each provision of Services) on the basis of the following assumptions:

(a) that the Client and the Client's Personnel will provide Pixel Cube and Pixel Cube’s Personnel with a reasonable degree of co-operation;

(b) that all information provided by the Client to Pixel Cube in relation to this agreement, the Client Resources and the Services (including information provided prior to the date of this Agreement) is true and correct;

(c) that support required by third party suppliers for the Client's hardware and software will meet appropriate performance levels and will continue to be provided to at least the standard disclosed to Pixel Cube prior to it performing the Service; and

(d) any other assumptions otherwise specified;

(Assumptions).

5.2 Without limiting any other provision of this Agreement, Pixel Cube is relieved from its obligations under this Agreement to the extent that an Assumption is incorrect, invalid, does not occur or is not fulfilled.

5.3 Notwithstanding clause 5.1:

(a) Each provision of Services and the Fees are determined on the basis of the Assumptions, and the responsibilities and obligations on the part of the Client specified in this Agreement.

(b) In the event:

(i) that any Assumption is incorrect, invalid, does not occur or is not fulfilled;

(ii) that a Client responsibility or obligation is not fulfilled or delayed;

(iii) of any delay on the part of the Client in providing any instructions, directions or inputs;

(iv) of any delay in the carrying out by the Client of any obligations under this Agreement;

(v) of any delays to the provision of the Services which are caused or contributed to by the Client or any third party,

(A) an extension of time within which to meet any obligations imposed on it (including any performance measures or performance requirements); and

(B) an increase in the Service Fee to reflect any additional effort required or delay caused, with such increase in the Service Fee being charged at Pixel Cube’s then standard rates for such services/resources.

6.1 The Client must not, and must ensure that its related bodies corporate do not, for any reason, during the term of this Agreement or within twelve months after its termination, induce, solicit, engage or employ (or procure the inducement, solicitation, engagement or employment of) any officer, employee or contractor of Pixel Cube or any of its related bodies corporate unless the Client has obtained Pixel Cube’s prior written consent.

7.1 Except as expressly provided in this Agreement, Pixel Cube makes no express warranties in respect of the Services.

7.2 To the extent permitted by law, all conditions, warranties and other terms implied by statute, custom or the common law are excluded from this Agreement.

7.3 If a supply under this Agreement is a supply of goods or services to a ‘consumer’ as defined in section 3 of the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Australian Consumer Law), then the following applies:

(a) Where Client is entitled to a statutory guarantee under sections 54 to 59 or sections 60 to 62 of the Australian Consumer Law and Pixel Cube fails to comply with any of those statutory guarantees, the provisions of this clause 7.3 comprises the Client’s sole remedy for a breach of such guarantees;

(b) Where Client is entitled to a statutory guarantee under sections 54 to 59 of the Australian Consumer Law then to the extent that Pixel Cube fails to comply with such statutory guarantee, in respect of goods which are not goods of a kind that are ordinarily acquired for personal, domestic or household use or consumption, Pixel Cube’s liability for failure to comply with such statutory guarantee is limited to one or more of the following, at Pixel Cube’s option:

(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; or

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

unless it can be shown that it is not fair or reasonable for Pixel Cube to rely on this term;

(c) Where Client is entitled to a statutory guarantee under sections 60 to 62 of the Australian Consumer Law then to the extent that Pixel Cube fails to comply with such statutory guarantee, Pixel Cube’s liability for failure to comply with such statutory guarantee is limited to one or more of the following, at Pixel Cube’s option:

(i) supplying the services again; or

(ii) payment of the cost of having the services supplied again,

unless it can be shown that it is not fair or reasonable for Pixel Cube to rely on this term.

7.4 For any liability that is not covered under clause 7.3, to the extent permitted by law:

(a) Pixel Cube excludes all liability (including liability arising as a result of the negligence of Pixel Cube or any third party or under an indemnity or for breach of warranty) for any indirect or consequential expenses, losses, damages or costs and (without limitation) liability for loss of profits or revenue, business interruption, loss of data, or failure to realise anticipated savings or benefits incurred by or awarded against the other party under or in any way connected with this Agreement or the provision of the Services;

(b) Pixel Cube excludes all liability (including liability for negligence) for all expenses, losses, damages or costs to the extent that such expenses, losses, damages or costs are caused or contributed to by the Client or Client Personnel; and

(c) Pixel Cube’s total cumulative liability under or in any way connected with this Agreement or the provision of the Services (including liability arising as a result of the negligence of Pixel Cube or any third party or under an indemnity or for breach of warranty) is limited to:

(i) where the Services are provided within a 12 month period, the Fees paid by the Client to Pixel Cube for the Services; and

(ii) where the Services are provided on an annual basis or over a period greater than 12 months, the Service Fees paid by the Client to Pixel Cube in the most recent 12 month period.

7.5 The Client acknowledges that Pixel Cube is not responsible or liable for any data, including its accuracy, completeness, or integrity, and disclaims all responsibility and liability for any loss, damage, corruption, or destruction of data, whether arising during transmission, storage, or processing, or from any other cause, with the Client solely responsible for ensuring adequate data backup and protection measures are in place to mitigate any risks of data loss or corruption. This clause 7.5 applies even where the provision of Services includes Pixel Cube undertaking to manually check the functionality of such backups.

7.6 Pixel Cube shall not be liable for any consequential, incidental, indirect, or special losses or damages arising out of or in connection with any data loss or corruption.

8.1 This agreement will commence on the date it is executed and continue until terminated in accordance with this clause 8.

8.2 Pixel Cube may terminate this agreement or any Statement of Work without cause on 30 days' written notice.

8.3 Pixel Cube may terminate this agreement or any Statement of Work without cause on 30 days' written notice.

(a) the other party materially breaches this agreement or any agreement to provide Services and fails to remedy such breach within 30 days of receipt of notice from the first party specifying the breach and requiring it to be remedied;

(b) any step is taken to appoint a receiver, receiver and manager, controller, liquidator, provisional liquidator, administrator or other like person of the whole or any part of the other party's assets, undertaking or business;

(c) any step is taken to enter into any scheme of arrangement between the other party and its creditors;

(d) the other party becomes insolvent or is otherwise unable to pay its debts as and when they become due; or

(e) something with the same or similar effect to paragraphs (b), (c) or (d) happens under the laws of any jurisdiction.

8.4 Upon termination of this agreement any agreement to perform Services is automatically terminated.

8.5 Upon termination of this Agreement or any agreement to perform Services, Client must pay Pixel Cube for all work performed, and reimburse Pixel Cube’s reasonable costs actually incurred, under this agreement and any terminated agreement to perform Services.

9.1 No party is liable for any failure to perform or delay in performing its obligations under this agreement or any Statement of Work if that failure or delay is due to anything beyond that party's control. This clause does not apply to any obligation to pay money.

9.2 Any delay on the part of the Client in providing any instructions or directions, or any delay in the carrying out by the Client of any obligations under this Agreement shall give rise to a right on the part of Pixel Cube to extend any time frames for the provision of the Services and increase the Service Fees commensurate with the delays.

9.3 This agreement and each Statement of Work is governed by the laws of Victoria, Australia and the parties acknowledge the jurisdiction of the Courts of Victoria, Australia.

9.4 This agreement and each agreement to provide Services may only be altered by agreement in writing. Neither party may unreasonably refuse a written request by the other party to vary the scope of the Services to be provided, provided that if the scope of Services is increased, Pixel Cube will be entitled to increase its Fees correspondingly.

9.5 This agreement, together with each agreement to perform Services, constitutes the entire agreement between the parties in respect of their subject matter. No representation or statement not expressly contained in this agreement or an agreement to perform Services will be binding upon Pixel Cube as a warranty or otherwise.