Contents

1. 1Parties, formation and contract documents
2. 2Definitions and interpretation
3. 3Term and engagement model
4. 4Scope, Service Orders and change control
5. 5Service plans and reserved capacity
6. 6Service levels and support
7. 7After-hours and 24/7 standby
8. 8Provider obligations
9. 9Customer obligations and dependencies
10. 10Access, credentials and remote tools
11. 11Cybersecurity and risk management
12. 12Privacy and data breach response
13. 13Data, backups and business continuity
14. 14Confidentiality
15. 15Intellectual property
16. 16Third-party services and procurement
17. 17Projects, deliverables and acceptance
18. 18Fees, invoices, GST and payment
19. 19Warranties and Australian Consumer Law
20. 20Liability and exclusions
21. 21Indemnities
22. 22Suspension, termination and exit
23. 23Disputes, notices and general terms
24. 24Governing law and electronic acceptance

1. Parties, formation and contract documents

1.1 This Agreement is between Solidity Technology Pty Ltd (Provider) and the customer identified in the Service Order (Customer).

1.2 A contract is formed when the Customer signs or electronically accepts a Service Order, directs the Provider to start work after receiving these terms, or pays an invoice that clearly incorporates these terms.

1.3 The contract consists of, in descending order of priority: signed Special Conditions, the Service Order, the schedules, this Agreement, and any incorporated proposal or statement of work. A document prevails only to the extent of a direct inconsistency.

1.4 The version of the full terms published at https://soliditytechnology.com/service-agreement on the date of acceptance applies. Later changes apply only if agreed in writing or, for an ongoing service, after at least 30 days notice with a right for the Customer to terminate the affected service before the change takes effect.

2. Definitions and interpretation

2.1 Agreement: this Master IT Services Agreement and SLA, its schedules and each accepted Service Order.

2.2 Business Hours: 8:30 am to 5:30 pm Australian Eastern Standard Time, Monday to Friday, excluding Queensland public holidays, unless the Service Order states otherwise.

2.3 Customer Data: data, records, credentials, content and personal information supplied by or for the Customer or accessed, stored or processed while providing the Services.

2.4 Deliverable: a document, configuration, script, report, design or other work product expressly identified as a deliverable in the Service Order.

2.5 Emergency Services: urgent work outside Business Hours or work accepted at the emergency rate.

2.6 Services: the IT management, support, consulting, project, cybersecurity, cloud, infrastructure, backup, data protection, automation and related work stated in a Service Order.

2.7 Service Order: the completed schedule, signed proposal, quote, statement of work or order form identifying the Customer, Services, fees, term and special conditions.

2.8 Third-Party Service: software, cloud, telecommunications, hardware, vendor or other service not owned and controlled by the Provider.

2.9 Headings do not affect interpretation. Includes means includes without limitation. A reference to law includes amendments and replacements. Currency is Australian dollars. If an obligation falls due on a non-Business Day, it is due on the next Business Day.

3. Term and engagement model

3.1 This Agreement begins on the Effective Date and continues while any Service Order remains active or obligations remain outstanding.

3.2 A Service Order may cover ad hoc work, a project, a monthly retainer, a dedicated resource or a custom engagement. Services are non-exclusive unless expressly agreed otherwise.

3.3 Unless stated otherwise, a monthly retainer has an initial three-month term and then continues month-to-month until either party gives 30 days written notice.

4. Scope, Service Orders and change control

4.1 The Provider will perform the Services described in the Service Order. Work outside that scope may require additional approval, fees, time or a separate quote.

4.2 Either party may request a change to scope, assumptions, schedule, deliverables or fees. A material change is binding only when accepted in writing, including by email.

4.3 Estimates are not fixed prices unless clearly described as fixed. The Provider will seek approval before materially exceeding an estimate, except for urgent protective work within an approved authority or spending cap.

4.4 The Provider may take reasonable emergency action to protect systems, data or users where prior approval is impracticable, provided it promptly informs the Customer and acts within the authority recorded in the Service Order.

5. Service plans and reserved capacity

5.1 Retainer plans reserve the weekly and monthly capacity stated in Schedule 2. All plans provide access to the full service catalogue within the selected reserved hours; the plan controls capacity, rate and service-level target, not the categories of service available. Capacity is scheduled and prioritised according to business impact, urgency, dependencies and the selected plan; it is not a guarantee that one named person is continuously available.

5.2 Additional scheduled hours are charged at the selected plan rate, subject to capacity and approval. Emergency work is charged at $195 per hour unless a Service Order states otherwise.

5.3 Unless the Service Order states otherwise, unused hours expire at the end of the month because they represent reserved capacity and have no cash value. The parties may agree to limited rollover in Special Conditions.

6. Service levels and support

6.1 The Provider will use reasonable endeavours to meet the plan-based acknowledgement targets in Schedule 3. Targets apply only during the agreed coverage period and start when an approved support channel receives sufficient information.

6.2 Acknowledgement means receipt and triage. Commencement means that appropriately skilled personnel have begun investigation or coordination. Neither is a guaranteed resolution time.

6.3 The Provider may reasonably reclassify priority after assessing actual business impact. Resolution depends on diagnosis, access, Customer cooperation, third-party providers, parts, licensing and the nature of the incident.

6.4 Service credits apply only where expressly stated in the Service Order. Any agreed service credit is capped at 10% of the affected monthly retainer unless prohibited by law.

7. After-hours and 24/7 standby

7.1 24/7 standby applies only if selected in the Service Order. It provides an emergency contact and a reasonable-endeavours response; it does not mean continuous monitoring, guaranteed onsite attendance or guaranteed resolution unless expressly stated.

7.2 After-hours, weekend and Queensland public-holiday emergency work is charged at $195 per hour, with a one-hour minimum and 15-minute increments thereafter.

7.3 The Provider may decline or defer work that is unsafe, unlawful, outside its competence, depends on unavailable third parties, or can reasonably wait until Business Hours without material harm.

8. Provider obligations

8.1 The Provider will perform the Services with due care and skill, in a professional and timely manner, using personnel with appropriate experience.

8.2 The Provider will comply with applicable laws and reasonable Customer policies supplied in advance to the extent they apply to the Services and do not conflict with law or professional obligations.

8.3 The Provider will keep reasonable service records, time records and material configuration documentation appropriate to the engagement.

9. Customer obligations and dependencies

9.1 The Customer must provide timely access, accurate information, decisions, approvals, licences, credentials, facilities and authorised contacts reasonably required to perform the Services.

9.2 The Customer remains responsible for business decisions, risk acceptance, legal and regulatory compliance, user conduct, internal policies, supported licensing and deciding whether recommendations are suitable.

9.3 The Customer warrants that it has authority to provide access to the systems and data and to instruct the Provider to perform the Services.

9.4 Delay or rework caused by missing, inaccurate or late Customer inputs is chargeable at the applicable rate and may affect service levels.

10. Access, credentials and remote tools

10.1 The Customer authorises the Provider to access nominated systems, accounts, premises and equipment only to the extent reasonably necessary to provide the Services.

10.2 The Provider may use approved encrypted remote monitoring, management, VPN and support tools. End-user support will normally use an attended session. Unattended access to servers or managed devices requires Customer approval. Wherever practical the Provider will use named or delegated accounts, least privilege, multi-factor authentication and secure password-vault or portal-based credential exchange rather than ordinary email or chat.

10.3 The parties will share only information reasonably necessary for the Services and only with authorised contacts or need-to-know personnel and approved subcontractors under confidentiality obligations. On completion or exit, remote agents, privileged access and stored credentials will be removed, transferred or revoked when no longer required, subject to law and legitimate service records.

11. Cybersecurity and risk management

11.1 The Provider will apply security practices reasonably appropriate to the selected Services. No system, control, backup or security service can eliminate all risk or guarantee that an incident will not occur.

11.2 The Customer must implement agreed baseline controls, promptly report suspected compromise, and make timely decisions about identified risks. A written decision to defer a recommendation is treated as accepted risk to the extent explained by the Provider.

11.3 The Provider may isolate systems, disable access or take other proportionate protective action where it reasonably believes an active threat exists, and will notify the Customer as soon as practicable.

12. Privacy and data breach response

12.1 Each party must comply with privacy laws applicable to it. The Customer remains the controller or owner of Customer Data and is responsible for lawful collection, notices, consents, retention and disclosure instructions.

12.2 The Provider will use Customer Data only to provide the Services, comply with law, protect systems or as otherwise authorised. It will apply reasonable safeguards against unauthorised access, loss, alteration and disclosure.

12.3 The Provider will notify the Customer without undue delay after confirming a material data or security incident affecting Customer Data and will reasonably assist containment, assessment, remediation and legally required notifications at the applicable rate unless the incident was caused by the Provider's breach.

12.4 The Customer must nominate incident contacts and promptly provide decisions and information required for response. Neither party may make a public statement attributing fault to the other without prior consultation, except where legally required.

13. Data, backups and business continuity

13.1 Backup, retention, restore testing, recovery point objectives and recovery time objectives apply only where expressly selected and described in Schedule 4.

13.2 Unless backup management is included, the Customer is responsible for maintaining current, independent and tested backups before changes or support work begin.

13.3 A successful backup job does not guarantee successful restoration. Restore testing and documented recovery procedures are separate Services unless included in the Service Order.

13.4 The Provider is not responsible for data unavailable from the Customer's or a third party's backup systems except to the extent directly caused by the Provider's failure to perform an expressly agreed backup obligation with due care and skill.

14. Confidentiality

14.1 Each party must protect the other party's Confidential Information using at least reasonable care and may use it only for the contract, legal compliance, professional advice or enforcement of rights.

14.2 Confidential Information may be disclosed to personnel, advisers and subcontractors who need it and are subject to confidentiality obligations, or where law requires disclosure.

14.3 On request or termination, each party will return or securely destroy Confidential Information where reasonably practicable, subject to backups and legal retention requirements.

15. Intellectual property

15.1 Each party retains ownership of material, methods, software, templates, know-how and intellectual property it owned or developed independently of the Service Order.

15.2 After full payment, the Customer owns bespoke Deliverables expressly identified as Customer-owned, excluding Provider background material and third-party components. The Provider grants the Customer a perpetual, non-exclusive licence to use embedded Provider background material as reasonably necessary to use the paid Deliverable.

15.3 General configurations, scripts, templates and know-how not expressly commissioned as exclusive Customer Deliverables remain Provider material. The Provider may reuse general knowledge that does not disclose Customer Confidential Information.

16. Third-party services and procurement

16.1 Third-Party Services are subject to their provider terms, licensing, availability, security, support and price changes. The Provider does not control them and is not liable for their acts or omissions except to the extent caused by the Provider's failure to exercise due care in selection, configuration or management.

16.2 The Customer is responsible for third-party fees and must maintain required licences and accounts. The Provider may procure items as agent for the Customer or resell them where stated in the Service Order.

16.3 The Provider will disclose material commissions or referral benefits where reasonably relevant to a recommendation.

17. Projects, deliverables and acceptance

17.1 Project milestones, assumptions, acceptance criteria and deliverables must be stated in the Service Order. If no formal acceptance test is specified, a Deliverable is accepted when used in production or 10 Business Days after delivery without a written material defect notice.

17.2 The Provider will remedy a reproducible defect that causes a Deliverable to materially fail agreed requirements if reported within 20 Business Days after acceptance, unless caused by Customer changes, unsupported systems, third parties or use outside scope.

18. Fees, invoices, GST and payment

18.1 Standard Business Hours work is $125 per hour. Emergency Services are $195 per hour. Retainer plan rates and monthly fees are in Schedule 2. Time is recorded in 15-minute increments, subject to the one-hour emergency minimum.

18.2 Retainers are invoiced monthly in advance. Ad hoc work, project work, approved expenses and overages may be invoiced weekly, monthly, at milestones or on completion. Invoices are due within seven calendar days unless the Service Order states otherwise.

18.3 Fees are exclusive of GST unless stated otherwise. If GST is payable, the Customer must pay it against a valid tax invoice.

18.4 The Customer must notify a genuine invoice dispute within five Business Days and pay the undisputed amount by the due date. The parties will promptly work to resolve the disputed amount.

18.5 Payment is by electronic funds transfer to the bank details shown on the invoice and Schedule 5. The Customer must verify any change to bank details by calling 0493 399 959 before payment.

18.6 The Provider may recover reasonable external debt-recovery costs and suspend Services after giving notice if an undisputed invoice remains overdue. Suspension does not remove payment obligations for reserved capacity or committed third-party costs.

19. Warranties and Australian Consumer Law

19.1 The Provider warrants that it will perform the Services with due care and skill and within a reasonable time where no time is agreed.

19.2 Except for express terms and rights that cannot lawfully be excluded, the Services are provided without additional warranties, including guarantees of uninterrupted operation, absolute security, compatibility with every third-party product or a particular commercial outcome.

19.3 Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, statutory right or remedy that cannot lawfully be excluded. Where permitted, liability for a failure of a non-excludable guarantee is limited to re-supplying the Services or paying the reasonable cost of re-supply.

20. Liability and exclusions

20.1 To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, revenue, opportunity, goodwill or anticipated savings, except to the extent such loss is a direct and reasonably foreseeable result of a breach of confidentiality, privacy or intellectual-property obligations.

20.2 Unless the Service Order states a different cap, each party's aggregate liability arising from an affected Service Order is limited to the greater of $10,000 and the fees paid or payable under that Service Order in the 12 months before the event giving rise to liability.

20.3 The cap does not apply to fraud, wilful misconduct, death or personal injury, damage to tangible property caused by negligence, unpaid fees, or liability that cannot lawfully be limited.

20.4 Liability is reduced to the extent caused by the other party, its personnel, third parties for whom it is responsible, failure to mitigate, inaccurate instructions or failure to follow reasonable recommendations.

21. Indemnities

21.1 The Provider indemnifies the Customer against a third-party claim for bodily injury, tangible property damage or infringement by a bespoke Provider-created Deliverable, to the extent directly caused by the Provider's negligent act, breach or infringement.

21.2 The Customer indemnifies the Provider against a third-party claim arising from Customer materials, unlawful instructions, lack of authority to access systems or data, Customer breach of law, or use of a Deliverable outside the agreed scope, to the extent caused by the Customer.

21.3 An indemnified party must promptly notify the indemnifying party, allow reasonable control of the defence and settlement, provide reasonable assistance, and not admit liability without consent. An indemnity is reduced for contributory fault and is subject to the liability provisions unless expressly stated otherwise.

22. Suspension, termination and exit

22.1 The Provider may suspend affected Services after reasonable notice for overdue undisputed amounts, unsafe or unlawful instructions, a material security risk, denied access, or Customer breach that prevents performance. Urgent suspension may occur without prior notice where reasonably necessary to protect systems, people or data.

22.2 Either party may terminate an ongoing Service Order on the notice stated in it, or 30 days if none is stated, after any initial minimum term.

22.3 A party may terminate for a material breach that is not remedied within 10 Business Days after written notice, or immediately if the breach cannot be remedied, the other party is insolvent, or continued performance would be unlawful.

22.4 On termination, the Customer must pay accrued fees, reserved capacity to the effective termination date, approved committed costs and reasonable exit assistance. The Provider will reasonably transfer Customer Data, credentials and documentation, subject to payment and legal retention obligations.

23. Disputes, notices and general terms

23.1 A party claiming a dispute must give written notice describing the issue and outcome sought. Senior representatives must confer in good faith within five Business Days. If unresolved after 10 Business Days, either party may refer the dispute to mediation in Brisbane before commencing court proceedings, except for urgent relief or undisputed debt recovery.

23.2 Formal notices must be sent to the nominated legal notice email and, for termination or material breach, by another verifiable method unless receipt is acknowledged.

23.3 The parties are independent contractors. Neither may assign the Agreement without the other's prior written consent, not to be unreasonably withheld, except to a related entity or purchaser that assumes the obligations in writing.

23.4 If a provision is invalid, it is read down or severed and the remainder continues. A waiver must be in writing. The Agreement is the entire agreement on its subject matter and may be amended only in writing.

23.5 Neither party is liable for delay caused by events beyond reasonable control if it promptly notifies the other, mitigates and resumes performance. Either party may terminate an affected Service Order if the event materially prevents performance for more than 30 days.

24. Governing law and electronic acceptance

24.1 This Agreement is governed by Queensland law and the parties submit to the non-exclusive jurisdiction of Queensland courts and applicable federal courts.

24.2 The Agreement and Service Orders may be signed in counterparts and electronically. An electronic signature, email approval, online acceptance or instruction to commence may evidence binding acceptance to the extent permitted by law.

Schedule 2 - Fees and Plans

Standard Business Hours work is $125/hour. After-hours, weekend and Queensland public-holiday emergency work is $195/hour, with a one-hour minimum and 15-minute increments thereafter.

Schedule 3 - Plan-based Service Levels

Targets are acknowledgement targets, not guaranteed resolution times. Outside Business Hours standby applies only where selected in the Service Order.

Payment information

Retainers are invoiced monthly in advance. Other work may be invoiced weekly, monthly, at milestones or on completion. Invoices are due within seven calendar days unless a Service Order states otherwise. Payment is by EFT to the details shown on the invoice. Verify any changed bank details by calling 0493 399 959.