Master Software Licence and Subscription Agreement

Version 2.0 — published August 2026 at https://www.monarch360.com.au/legal/master-agreement

This agreement sets out the terms on which Monarch360 supplies its software and services. Customer-specific details, such as products, quantities, fees and dates, are recorded in an Order Form, not in this agreement.

Supplier: MONARCH360 PTY LTD (ABN 28 659 647 373; ACN 659 647 373) of Level 28, 140 St Georges Terrace, Perth WA 6000 (Monarch360).

Customer: The entity that accepts this agreement by: (a) signing a Monarch360 Product and Licence Acceptance Form or order form; (b) issuing a purchase order against a Monarch360 quote or proposal (purchase order terms do not apply); or (c) an authorised representative selecting “I accept” when installing, consenting to or first using a Monarch360 product, in each case as identified in the relevant Order Form.

Effective date: The date the Customer first accepts this agreement in one of those ways.

1Agreement structure

1.1 Order Forms. This agreement applies to each Order Form. An Order Form is formed when the Customer: (a) signs a Monarch360 Product and Licence Acceptance Form or order form; (b) accepts a Monarch360 quote or proposal (Quote) before it expires, by issuing a purchase order that refers to it or by confirming acceptance in writing; or (c) through an authorised representative, accepts this agreement electronically when purchasing, installing, consenting to or first using a Product, together with the subscription details shown at that time. Each Order Form is a separate contract that incorporates this agreement.

1.2 Purchase orders and Quotes. A purchase order only records the Customer’s acceptance of a Quote and its billing details. Terms printed on, attached to or referred to in a purchase order or other Customer document do not apply, even if Monarch360 acknowledges it or performs. If a purchase order differs from the Quote, the Quote prevails unless Monarch360 agrees otherwise in writing. A Quote is open for acceptance for 30 days unless it states otherwise.

1.3 Order of priority. If documents conflict, the following order applies: (a) a variation, or a negotiated version of this agreement, signed by both parties; (b) the Order Form, for products, quantities, fees and dates only; (c) this agreement; and (d) the Published Terms. No Customer procurement terms, tender conditions or other Customer documents vary clauses 8, 11, 12 or 13 unless signed by an authorised officer of Monarch360 and expressly identifying the clause varied.

1.4 Published Terms. Monarch360 publishes the following on its website (together, the Published Terms): Product Schedules at https://www.monarch360.com.au/legal/products; the Support Schedule at https://www.monarch360.com.au/legal/support; AI Feature Entries at https://www.monarch360.com.au/legal/ai-features; and the Data Protection and Security Terms at https://www.monarch360.com.au/legal/security. The Published Terms describe scope, service levels and technical matters only. They do not add to or vary the legal terms of this agreement. The version current when an Order Form is formed applies to it, subject to clause 4.3.

1.5 Changes to this agreement. Monarch360 may publish an updated version of this agreement. It applies to the Customer from its next renewal if Monarch360 gives at least 60 days’ notice; the Customer may instead give notice of non-renewal under clause 9.1. Monarch360 may apply a change earlier only if required by law or to address a security risk, and only if the change does not materially reduce the Customer’s rights or increase its fees. A negotiated version of this agreement signed by both parties is not replaced by a later click-to-accept step, and acknowledgements by individual users when signing in do not vary this agreement.

1.6 Electronic acceptance. Acceptance by click-to-accept, electronic signature, email or purchase order is as binding as a handwritten signature. The person accepting warrants that they are authorised to bind the Customer. Monarch360 keeps a record of each acceptance and will provide a copy on request.

2Definitions

2.1 Authorised Partner means a person appointed in writing by Monarch360 to resell, implement, configure, migrate, train or support Products.

2.2 Customer Content means documents, records, personal information and other content supplied by or for the Customer, including content derived from it by a Product. It excludes de-identified usage data that cannot identify the Customer or an individual or be used to reconstruct Customer Content.

2.3 Customer Environment means the Customer’s Microsoft 365 tenant or other cloud or on-premises platform, and other systems the Customer controls.

2.4 Product means any software, module, add-on, connector, AI Feature or Hosted Service supplied by Monarch360, to the extent identified in an Order Form, including the tier selected. A Tenant Product runs in the Customer Environment. A Hosted Service runs on systems controlled by Monarch360 or its subcontractors. A Transient Processing Service is a Hosted Service that its Product Schedule designates as transient processing. An AI Feature is a feature that uses a model or automated inference, as described in an AI Feature Entry.

2.5 Services means implementation, migration, configuration, training, support and other professional services supplied by Monarch360 or an Authorised Partner under an Order Form or statement of work.

2.6 Personnel means the employees, contractors, subcontractors and Authorised Partners engaged by Monarch360.

2.7 Security Incident means actual unauthorised access to, disclosure of, alteration of or loss of Customer Content occurring on systems controlled by Monarch360 or its subcontractors, or caused by Monarch360’s breach of its security obligations. It excludes anything resulting from a configuration, setting, approval or instruction made by or for the Customer, or from the Customer Environment or third-party platforms, except to the extent caused by Monarch360.

2.8 Subscription Year means each 12-month period starting on a Product’s commencement date stated in its Order Form.

2.9 CPI means the Consumer Price Index (All Groups, Weighted Average of Eight Capital Cities) published by the Australian Bureau of Statistics.

3Licence and use

3.1 Licence. During each subscription, Monarch360 grants the Customer a non-exclusive, non-transferable right to use the purchased Products for its internal business operations, within the quantities and limits in the Order Form and Product Schedule. The Customer may allow its staff, contractors, related bodies corporate, outsourced service providers and approved external users to use the Products on its behalf, and is responsible for their use as if it were its own. No source code or ownership interest is transferred.

3.2 Restrictions. The Customer must not, and must not permit anyone to: (a) sell, resell, sublicense, rent or lease a Product, or use it to provide services to third parties; (b) copy, modify or create derivative works of a Product or its documentation; (c) reverse engineer a Product or attempt to obtain its source code, except to the extent the law permits despite this restriction; (d) remove ownership notices or interfere with security controls; (e) introduce malicious code or impair a Product’s availability; (f) carry out penetration or vulnerability testing without Monarch360’s prior written consent; (g) publish benchmark or performance results without Monarch360’s consent; (h) use a Product or Monarch360’s confidential information to develop a competing product; or (i) use a Product unlawfully or to infringe anyone’s rights.

3.3 Accounts. The Customer must keep credentials confidential, must not let individuals share credentials, and is responsible for all activity through its accounts. A named user licence may be reassigned only when the original user no longer requires access. The Customer must promptly notify Monarch360 of any actual or suspected unauthorised access.

3.4 Usage and overage. Monarch360 may monitor usage against licence limits by technical means and, not more than once a Subscription Year, ask the Customer for usage information to verify compliance. Usage above the purchased quantities or allowance is charged at the overage rate in the Order Form or, if none is stated, at Monarch360’s then-current list rate, pro-rated for the rest of the Subscription Year. Unused allowance does not roll over. Monarch360 may, but is not obliged to, make usage reports available. The Customer is responsible for monitoring its own usage, and overage is payable whether or not a report was provided.

3.5 Trials and beta features. Trials and beta, preview and no-charge Products or features are provided as is, may be changed or withdrawn at any time, and are excluded from clauses 5.3 and 12.1. To the extent permitted by law, Monarch360 has no liability for them. Customer Content and configuration created during a trial may be deleted when the trial ends unless the Customer purchases the Product.

3.6 Authorised Partners. Monarch360 may appoint Authorised Partners. Where an Authorised Partner performs Services under an Order Form with Monarch360, Monarch360 is responsible for those Services. Where the Customer contracts directly with an Authorised Partner, that contract governs the partner’s services, Monarch360 is not liable for them, and that contract does not vary this agreement.

4Products and Services

4.1 Scope. A Product includes only the functions described in its Order Form and Product Schedule. Functions shown in marketing material, demonstrations or roadmaps are not included unless listed there.

4.2 Acceptance. A Product is accepted when it is made available to the Customer, and Services are accepted on delivery, unless a statement of work provides for acceptance testing. Where it does, a deliverable is accepted if no material non-conformity with the agreed criteria is notified within 10 business days after delivery, or when it is first used in production. Payment does not depend on the delivery of future functions or features.

4.3 Updates. Monarch360 may update Products and the Published Terms to maintain security, compatibility and functionality or to reflect product development. If an update materially reduces a core function or support tier the Customer has paid for during a Subscription Year, Monarch360 will give reasonable notice and provide a reasonable alternative or, if none is available, allow the Customer to terminate the affected Product with a refund of prepaid fees for the unused term.

4.4 Third-party platforms. The Customer is responsible for its Microsoft 365 or other platform licences and the prerequisites in the Product Schedule. Neither party controls third-party platforms. If a platform provider withdraws or changes a service, interface or permission that a Product relies on, Monarch360 is not in breach to the extent of that change, but will use reasonable efforts to provide a workaround. If none is available within a reasonable period, either party may terminate the affected Product and Monarch360 will refund prepaid fees for its unused term, which is the Customer’s sole remedy. Monarch360 is responsible only for its own code and the functions described in the Product Schedule, and is not responsible for issues caused by third-party platforms, the Customer Environment or items it did not supply.

4.5 Permissions and access. Before installation and whenever they materially change, Monarch360 will document the platform permissions a Product requests and their purpose, and will request no broader permissions than reasonably needed. Monarch360 accesses the Customer Environment only with the Customer’s authorisation and for the agreed purpose. The Customer may withdraw that authorisation, but Monarch360 is then not responsible for any resulting inability to provide support, updates or Services, and fees remain payable.

4.6 Services. Services are described in the Order Form or a statement of work and are charged separately unless included. Unless stated otherwise, Services must be used within 12 months after the Order Form is formed, after which unused Services expire without refund. The Customer may reschedule a booked Service on at least 15 business days’ notice; a booking cancelled or moved on shorter notice may be charged in full. Times and dates are estimates unless the Order Form states that they are binding.

5Support and availability

5.1 Support. Support is provided at the tier selected in the Order Form, as described in the Support Schedule. Unless another tier is selected, support is provided during Perth business hours (AWST), excluding Western Australian public holidays. Response targets are targets for an initial response, not for resolution. Monarch360 assigns the severity of each request, acting reasonably.

5.2 Exclusions and versions. Support does not cover issues caused by misuse, unsupported environments or changes made by anyone other than Monarch360; implementation, configuration, training, how-to requests or routine administration; or issues that cannot be reproduced. Monarch360 supports the current release of each Tenant Product and the two preceding major releases. On-site support, if agreed, is charged together with reasonable travel costs.

5.3 Availability. An availability commitment for a Hosted Service applies only if stated in its Order Form, Product Schedule or the Support Schedule. Where one applies, service credits (capped as stated, or at 15% of the monthly fee if no cap is stated) are the Customer’s sole remedy for failure to meet it. Scheduled maintenance notified at least five business days in advance where practicable, and emergency maintenance needed to protect security or stability, are excluded.

6Hosted Services and AI Features

6.1 Hosted Services. Each Hosted Service processes and stores Customer Content in Australia for the functions in its Product Schedule. Unless its Product Schedule states otherwise, a Hosted Service is not the Customer’s system of record, and the Customer keeps its original content in its own environment.

6.2 Transient processing. A Transient Processing Service does not retain document content after processing, other than transiently as technically necessary and for no longer than 24 hours unless its Product Schedule states otherwise. This covers files, extracted text, prompts, AI inputs and outputs, temporary files, queues, backups and logs. Monarch360 will apply commercially reasonable measures to meet this commitment. Retention by a cloud or AI provider for abuse monitoring, security or legal compliance that is disclosed in the Published Terms is not a breach, provided the content is not used for model training. Operational metadata that may be retained is described in the Product Schedule and cannot be used to reconstruct Customer Content.

6.3 No training and provider changes. Monarch360 will not use Customer Content to train or improve a shared model, or permit a subcontractor to do so, without the Customer’s specific written agreement. Monarch360 will give at least 30 days’ notice of a change of hosting or AI provider, or processing location, that affects these commitments. If the Customer reasonably objects on data protection grounds, it may terminate the affected Product before the change takes effect and receive a refund of prepaid fees for the unused term.

6.4 AI Features. An AI Feature processes Customer Content only after its AI Feature Entry has been published or provided and the Customer has activated it, in an Order Form or by its administrator enabling it in the Product. Unless the Customer enables an automated workflow, AI output is a recommendation for human review. AI output may be incomplete or inaccurate, and the Customer is responsible for decisions it makes in reliance on it. Monarch360 will describe known material limitations in the AI Feature Entry and provide a means to report incorrect or harmful output, which it will investigate in proportion to the likely impact, without any obligation to correct a particular output. The Customer must not represent AI output as reviewed or verified by Monarch360.

7Customer Content, privacy and security

7.1 Customer Content. The Customer owns its Customer Content and grants Monarch360 a limited right to access, process and transmit it only as needed to supply the Products and Services. Monarch360 will not sell Customer Content or use it for advertising.

7.2 Privacy. Each party will comply with the privacy laws that apply to it. The Customer is responsible for the content it places in the Products and for any notices and consents required. Monarch360 will process Customer Content only to provide the Products and Services, to follow the Customer’s lawful instructions or to comply with law. If Monarch360 considers an instruction to be unlawful, it may notify the Customer and decline to follow it, without liability. Monarch360 will provide reasonable assistance with privacy requests and regulator inquiries about its own processing, charged at its then-current professional services rates.

7.3 Personnel access. Customer Content is hosted and stored in Australia. Monarch360 may use Personnel to provide development, maintenance, testing and support services, provided that access is remote, limited to what the task needs, authorised by the Customer, protected by multi-factor authentication and logged; Customer Content is not copied or stored outside Australia; Personnel are bound by confidentiality obligations; and Monarch360 remains responsible for them. Development and testing use synthetic or de-identified data where practicable. Information about subprocessors and access locations is provided on request for the Customer’s privacy or security assessments.

7.4 Security. Monarch360 will maintain security controls substantially as described in the Data Protection and Security Terms and may update them, provided the overall level of protection is not materially reduced.

7.5 Security Incidents. Each party will notify the other without undue delay after becoming aware of an actual or reasonably suspected Security Incident affecting the other. The parties will cooperate on investigation, containment and any legally required notifications. Neither party will make an admission for the other or name it publicly without consultation, unless required by law. Monarch360’s notice will include the information then reasonably available to it and may be updated as its investigation progresses. A notice is not an admission of fault or liability.

7.6 Verification. Monarch360 will provide the assurance information described in the Data Protection and Security Terms. Any further audit may occur no more than once a Subscription Year (except after a Security Incident or at a regulator’s direction), on 20 business days’ notice, without compromising other customers’ security, and at the Customer’s cost.

7.7 Customer responsibilities. The Customer controls its environment, users, settings, backups and retention policies. Where a Product supports these functions, the Customer is responsible for: its records classes, retention rules and any disposal authority, and approving each disposal; approving final meeting and decision records and what is published; document content, owners and review cycles for controlled documents; deciding whether a document may lawfully be signed electronically and the authentication method used; approving external users and sharing settings; and decisions made using AI output. Monarch360 is responsible for the functions described in the Product Schedule.

7.8 Classified and regulated information. If the Customer requires a Product to process information that is security-classified or subject to special handling requirements, the parties must first agree in writing an information handling addendum identifying the relevant jurisdiction, approved information classification, records requirements, security assessment evidence, personnel access and any mandatory terms, before the Product processes information at that classification. A signed information handling addendum is a variation for the purposes of clause 1.3.

7.9 No suitability representation. Monarch360 makes no representation that a Product, including a Hosted Service or an AI Feature, is suitable for information that is security-classified or subject to special handling requirements unless an information handling addendum expressly identifies that classification and the supporting controls and assessment. No record may be destroyed by an automated Product action without the Customer’s configured authorisation and applicable legal authority.

7.10 Configuration values. The Customer is responsible for, and must review and approve in writing before deployment, all configuration values used in a Product, including fileplans, records classes, retention periods, disposal triggers and actions, metadata, permissions, workflows and approval rules, whether entered by the Customer or by Monarch360 or an Authorised Partner on the Customer’s instructions. Monarch360 has no responsibility or liability for the content, accuracy or legal compliance of approved configuration values, or for any retention, disposal or other action a Product carries out in accordance with them. Monarch360 remains responsible for implementing approved configuration as approved and for the Product performing the configured function as described in its Product Schedule, subject to clauses 11 and 13.

8Fees and payment

8.1 Payment. The Customer will pay the fees in each Order Form within 30 days after receiving a valid tax invoice. Fees are non-cancellable and non-refundable except as stated in this agreement. The Customer may dispute an invoice in good faith within 10 business days after receiving it, giving reasons, and must pay the undisputed part on time. The Customer must pay without set-off or deduction, except as required by law.

8.2 Late payment. Monarch360 may charge interest on overdue undisputed amounts at the Reserve Bank of Australia cash rate target plus 4% per annum, calculated daily, and recover its reasonable collection costs.

8.3 Taxes. Fees exclude GST, which is payable on a valid tax invoice. If the Customer must withhold tax from a payment, it will pay an additional amount so that Monarch360 receives the full fee.

8.4 Purchase orders. The Customer is responsible for issuing any purchase order its processes require, including for renewals and overage. A missing, expired or insufficient purchase order does not delay payment of fees properly due. Monarch360 will include a purchase order number on an invoice if the Customer provides it before the invoice is issued; an invoice without a purchase order number remains valid and payable.

8.5 Price adjustments. Unless the Order Form states otherwise, fees for each renewal Subscription Year increase by the annual change in CPI plus 3 percentage points (or by 3% if the change in CPI is negative). Monarch360 will notify renewal fees at least 90 days before the renewal date. Fees do not otherwise change during a Subscription Year, except for overage and additional purchases.

8.6 Suspension. Monarch360 may suspend an affected Product if undisputed fees are more than 30 days overdue and remain unpaid 10 business days after written notice. It may also suspend access, with notice where practicable, if reasonably necessary to address a security threat, prevent harm or respond to a breach of clause 3.2. Monarch360 will restore access promptly once the issue is resolved. During a suspension, Monarch360 may, at its discretion and on conditions it reasonably sets (including payment of overdue fees or export assistance at its then-current rates), allow the Customer to export its Customer Content from a Hosted Service.

9Term, renewal and termination

9.1 Term and renewal. This agreement continues while any Order Form is active. Each subscription runs for its Subscription Year and renews automatically for further Subscription Years unless either party gives at least 60 days’ written notice before the renewal date. The Customer may reduce quantities only with effect from a renewal, on the same notice, and not so that the renewal fees fall below 75% of the current Subscription Year’s fees unless Monarch360 agrees.

9.2 Continued use. If the Customer continues to use a Product after its subscription has ended, other than during an agreed transition period, the subscription is deemed renewed for a further Subscription Year from the date it would otherwise have ended, at the renewal fees under clause 8.5. This clause does not apply where Monarch360 has terminated the subscription.

9.3 Termination. Either party may terminate an Order Form by written notice: (a) if the other party materially breaches it and does not remedy the breach within 30 days after written notice; (b) to the extent permitted by law, if the other party becomes insolvent, has an administrator, receiver or liquidator appointed, or ceases to carry on business; or (c) if continuing would be unlawful. Monarch360 may terminate immediately by notice if the Customer breaches clause 15.9. Terminating one Order Form does not terminate any other. Monarch360 may terminate this agreement and all Order Forms if the Customer materially breaches any Order Form or breaches clause 3.2, 8 or 15.9. The Customer may terminate this agreement as a whole only if Monarch360’s breach affects all active Order Forms. If an Order Form ends under paragraph (c), Monarch360 will provide reasonable transition assistance on request, at its then-current rates and subject to law and security requirements.

9.4 Effect of termination. If Monarch360 terminates for the Customer’s breach or insolvency, fees for the rest of the current Subscription Year become payable immediately. If the Customer terminates for Monarch360’s breach or insolvency, Monarch360 will refund prepaid fees for the unused term.

9.5 Exit. On expiry or termination, the Customer’s right to use the Product ends after any agreed transition period. The Customer keeps its records in its own environment and is responsible for extracting any Customer Content held in a Hosted Service before the end. For Hosted Services other than Transient Processing Services, Monarch360 will make Customer Content available for export on request during the transition period and will delete it within 90 days after the end, unless the law requires otherwise. Migration assistance beyond the export tools in the Product Schedule is charged.

9.6 Survival. Clauses dealing with payment and accrued fees, ownership, use restrictions (clause 3.2), confidentiality, indemnities and liability, Monarch360’s rights to recover fees and verify usage, any obligation relating to records either party must keep to comply with law, and any other clause intended to continue, survive termination.

10Ownership

10.1 Intellectual property. Monarch360 and its licensors own the Products, documentation and tools, and the intellectual property in deliverables created by Monarch360 or its Authorised Partners unless a statement of work says otherwise. The Customer receives a licence to use those deliverables with the Products for its internal operations. The Customer owns its Customer Content and pre-existing materials.

10.2 Feedback and usage data. The Customer grants Monarch360 a perpetual, irrevocable, royalty-free licence to use feedback about its Products, without disclosing the Customer’s confidential information. Monarch360 may use usage analytics to operate, support, secure and improve its Products and for aggregated benchmarking, provided they do not contain Customer Content or identify the Customer or individuals.

11Warranties

11.1 Authority. Each party warrants that it has authority to enter into this agreement and each Order Form.

11.2 Services. Monarch360 warrants that Services will be performed with due care and skill. If the Customer notifies a breach of this warranty within 30 days after the Services were performed, Monarch360 will re-perform them at no charge, which is the Customer’s sole remedy.

11.3 Products. Products are provided “as is”. To the maximum extent permitted by law, Monarch360 excludes all warranties, conditions and representations, express or implied, including as to quality, fitness for a particular purpose, uninterrupted or error-free operation, or that a Product will meet the Customer’s requirements or legal obligations. During an active subscription, Monarch360 will use reasonable efforts to correct reported defects in accordance with the Support Schedule.

11.4 Consumer law. Nothing in this agreement excludes a guarantee or right that cannot lawfully be excluded, including under the Australian Consumer Law. Where the law allows Monarch360’s liability for breach of such a guarantee to be limited, it is limited, at Monarch360’s option, to supplying the goods or services again or paying the cost of having them supplied again.

11.5 Non-reliance. Each party acknowledges that it has not relied on any statement, representation, demonstration or marketing material that is not set out in this agreement or an Order Form.

12Indemnities

12.1 By Monarch360. Monarch360 will defend the Customer against a third-party claim that an unmodified Product, used as authorised, infringes that third party’s Australian intellectual property rights, and will pay damages finally awarded or a settlement it approves. Monarch360 may procure continued use, modify or replace the Product, or terminate it and refund prepaid fees for the unused term. This does not apply to claims caused by Customer Content, unauthorised changes or combinations not supplied by Monarch360.

12.2 By the Customer. The Customer will defend Monarch360 against a third-party claim arising from Customer Content supplied without the necessary rights, or from the Customer’s unlawful or unauthorised use of a Product, and will pay damages finally awarded or a settlement it approves.

12.3 Process. The indemnified party must promptly notify the claim, allow the indemnifying party to control the defence and settlement, and cooperate at the indemnifying party’s cost. Liability under this clause 12 counts toward the General Cap.

13Liability

13.1 General Cap. Subject to clause 13.4, each party’s total liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the fees paid or payable under the Order Form giving rise to the claim in the 12 months before the first event giving rise to liability (or the first Subscription Year’s fees, if the event occurs in that year). No minimum amount applies. A party’s total liability under all Order Forms will not exceed the fees paid or payable under all Order Forms in that 12-month period.

13.2 Security and Privacy Cap. For claims concerning confidentiality, privacy, a Security Incident or clauses 6 or 7, the cap is two times the General Cap. This cap includes, and is not in addition to, the General Cap.

13.3 Excluded loss. Neither party is liable for loss of profit, revenue, savings, opportunity or goodwill, business interruption, loss or corruption of data (except the reasonable cost of restoring it from the most recent backup), or indirect or consequential loss, whether or not foreseeable. This does not apply to fees payable, amounts payable under clause 12, or the reasonable cost of legally required notifications after a Security Incident caused by that party, in each case within the relevant cap.

13.4 Uncapped liability. No cap or exclusion limits liability for fraud, wilful misconduct, fees properly due, or liability that cannot be limited by law. Wilful misconduct means a deliberate breach made knowing its likely harmful consequences, and does not include negligence or gross negligence. A party’s liability is reduced to the extent the other party caused or contributed to the loss, including the Customer’s failure to maintain backups, retention settings or approvals under clause 7.7.

14Confidentiality

14.1 Obligations. Each party will use the other’s confidential information only for the purposes of this agreement, and disclose it only to people who need it and are bound by confidentiality obligations. Customer Content, security information and the pricing and terms of each Order Form are confidential without marking, subject to any law that requires disclosure.

14.2 Exceptions. This clause does not apply to information that is public through no breach, already lawfully known, independently developed or lawfully received from a third party. A party compelled by law to disclose will give notice where lawful and disclose only what is required. Each party may seek injunctive relief for a breach of this clause.

15General

15.1 Notices. Notices are sent to the contacts in the Order Form. An email notice is received when sent, unless the sender receives a non-delivery message, or on the next business day if sent after 5.00 pm or on a non-business day in the recipient’s location.

15.2 Assignment. Neither party may assign this agreement without the other’s consent, not to be unreasonably withheld, except to a successor to all or substantially all of its relevant business that gives written notice.

15.3 Disputes. Senior representatives will try to resolve a dispute within 20 business days after written notice, and may then agree to mediation in Perth. Either party may seek urgent relief at any time.

15.4 Governing law. The law of Western Australia governs this agreement, and the courts of Western Australia have exclusive jurisdiction.

15.5 Force majeure. A party is not liable for delay caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate. This does not excuse payment obligations. If such an event prevents performance of a material obligation for more than 90 days, either party may terminate the affected Order Form on 30 days’ notice, with a refund of prepaid fees for the unused term.

15.6 Insurance. Monarch360 will maintain professional indemnity, public liability and cyber insurance in amounts it reasonably considers appropriate and will provide certificates of currency on request.

15.7 Non-solicitation. During the term and for 12 months afterwards, neither party will directly solicit for employment the other party’s personnel who were materially involved in supplying or receiving the Products or Services, without the other party’s consent. General advertising is not solicitation.

15.8 Publicity. Monarch360 may identify the Customer as a customer and use its name and logo on its website and in marketing, case studies, presentations, proposals and press releases, consistent with any reasonable brand guidelines the Customer provides. Monarch360 will not imply endorsement, attribute a quotation to the Customer or name a Customer representative as a reference without approval. The Customer may opt out at any time by written notice, including by email; Monarch360 will stop new uses within 30 days but need not recall material already published.

15.9 Compliance. Each party will comply with anti-bribery laws that apply to it. The Customer represents that it is not subject to Australian or United Nations sanctions and will not use a Product in breach of sanctions or export control laws.

15.10 Other terms. The parties are independent contractors. A failure to enforce a provision is not a waiver. An invalid provision is severed only to the extent necessary. This agreement and each Order Form are the entire agreement on their subject matter and may be changed only in writing signed by both parties or under clause 1.5.

Related documents: Product Schedules · Support Schedule · AI Feature Entries · Data Protection and Security Terms

Version history: Version 1.0 — terms in use from November 2023. Version 2.0 — published August 2026. Previous versions are available on request. If your organisation has signed a negotiated version of this agreement, that signed version applies (clause 1.3).