Terms of Service

1. About these Terms

These Terms of Service ("Terms") govern access to and use of the Intentiv websites, applications, client portal and related services (together, the "Service") provided by Intentiv Pty Ltd (ABN 24 679 070 270) ("Intentiv", "we", "us", "our").

By creating an account, signing an order form, starting a trial or using the Service, you agree to these Terms. If you use the Service on behalf of a firm or other organisation, you represent that you are authorised to bind it, and "Firm", "you" and "your" refer to that organisation. If you do not agree to these Terms, you must not use the Service.

Individuals who use the Intentiv client portal to manage their own profile do so under the separate Client Portal Terms. Our handling of personal information is described in the Privacy Policy.

2. The Service and our role as custodian

2.1 What the Service does

The Service supports your firm's compliance with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) as amended, the AML/CTF Rules and related obligations ("AML/CTF Laws"). It includes tools for building and maintaining your AML/CTF program, verifying and screening clients, conducting ongoing customer due diligence, managing alerts and decisions, generating reports, and keeping records.

2.2 Key definitions

• "Client" means a person or entity in respect of whom your firm performs customer due diligence.

• "Client Profile" means the persistent record of a Client's identity, documents, verification history and related information held by Intentiv under a direct agreement with that Client (the Client Portal Terms).

• "Compliance Records" means the records your firm makes or keeps through the Service for the purposes of AML/CTF Laws, including identification and verification records, point-in-time copies of documents and outcomes relied on, risk assessments, decisions, alerts and their dispositions, reports and your firm's AML/CTF program documents.

• "Sharing Grant" means a Client's specific, revocable authorisation for a named firm to access their Client Profile.

• "Portal" means the client-facing interface through which Clients manage their Client Profile and respond to requests.

• "Data Source" means a supplier of data used in providing the Service, including government registers, screening databases, credit reporting bodies and identity verification providers.

• "Business Day" means a day other than a Saturday, Sunday or public holiday in Melbourne, Victoria.

2.3 Custodian, not owner

You engage Intentiv to hold and maintain your Compliance Records as your custodian and service provider. The record-keeping and other obligations under AML/CTF Laws remain with your firm as the reporting entity, and ownership of your Compliance Records remains with your firm. Nothing in these Terms transfers those obligations to Intentiv or transfers ownership of your Compliance Records to Intentiv.

2.4 Precedence of clause 3

Clause 3 (Records Access Guarantee) is a core commitment of these Terms. Every other provision of these Terms, including our suspension and termination rights, must be read subject to clause 3.

3. Records Access Guarantee

3.1 The Guarantee

At all times while any of your Compliance Records exist on the Service, we guarantee that:

• (a) you can view your Compliance Records through the Service;

• (b) you can export your Compliance Records, in full, at any time, on a self-service basis, without fee and without needing our approval, in open and machine-readable formats (including CSV, JSON and PDF);

• (c) viewing and export under (a) and (b) continue uninterrupted through any suspension of the Service (including suspension for non-payment), any dispute between us (including a fee dispute), any notice period, and the termination or expiry of your subscription for any reason; and

• (d) we will never withhold, delay or condition access to or export of your Compliance Records as leverage in any commercial or legal dispute.

3.2 After termination

For 90 days after termination or expiry of your subscription for any reason, you retain access to the Service sufficient to view and export your Compliance Records in accordance with clause 3.1. Before the end of that period you may elect either:

• (a) a complete export of your Compliance Records, following which we will delete or de-identify them in accordance with the Privacy Policy, except where law requires longer retention; or

• (b) the Retention Service: we continue to hold your Compliance Records for the balance of the retention period required by AML/CTF Laws (generally seven years), with view and export access preserved, on the terms and pricing for the Retention Service published on our website at the time of your election.

If you make no election, we will retain your Compliance Records to the extent required by law and clause 3.1 continues to apply to them while they are held.

3.3 Continuity

If we decide to cease providing the Service, we will give you at least 90 days written notice and maintain export availability throughout that period. We maintain documented data-return procedures intended to enable the return of Compliance Records to firms if we cannot continue to operate, and we will require any acquirer or assignee of the Service to assume this clause 3.

3.4 No adverse variation

We will not vary this clause 3 in a way that reduces the Guarantee for Compliance Records already created. If we propose any change that a reasonable firm would regard as materially reducing the Guarantee, you may terminate immediately and receive a pro-rata refund of prepaid unused subscription fees, and the version of this clause in force when a Compliance Record was created continues to apply to that record.

3.5 Lawful limits

The Guarantee operates subject to law. If a law, court order or regulator direction prohibits us from providing access to a specific record, we will restrict only what is required, tell you what we lawfully can, and restore access as soon as the restriction ends. Exports never include another firm's compliance records or any data we are not lawfully able to disclose to you.

4. Accounts and Authorised Users

4.1 Eligibility

You must be at least 18 years old, have legal capacity to contract, and comply with all applicable laws when using the Service, including AML/CTF Laws, sanctions laws and privacy laws. Access to identity verification features is subject to our approval of your firm as an eligible reporting entity.

4.2 Account Owner and Authorised Users

The entity that first subscribes or signs an order form is the "Account Owner". The Account Owner may invite individuals within its organisation to use the Service ("Authorised Users") and is responsible for: keeping registration information accurate and current; configuring roles and permissions; all activity under its account, including by Authorised Users and anyone using credentials issued to them; and resolving any dispute over control of the account. We may rely on instructions from the Account Owner's designated administrator.

4.3 Security

You must keep login credentials confidential and secure and notify us promptly of any unauthorised access or use. We may require multi-factor authentication and may suspend access where account security is at risk, subject always to clause 3.

4.4 Related entities

Your subscription covers the entity named in your account or order form. Related bodies corporate or associated entities (for example, a legal practice and its service entity) may be included where the order form expressly says so, in which case the Account Owner is responsible for their compliance with these Terms as if their personnel were Authorised Users.

5. Client Profiles, portability and consent

5.1 Profiles belong to Clients

A Client Profile records the identity, documents and verification history of a person or entity. The Client Profile is established and maintained under a direct agreement between Intentiv and the Client (the Client Portal Terms). Your firm does not own a Client Profile and acquires no rights in it beyond the access the Client grants through a Sharing Grant and the Compliance Records your firm creates.

5.2 Your Compliance Records are yours

When your firm relies on a document or verification outcome from a Client Profile, the Service writes a point-in-time copy of that document or outcome into your Compliance Records. That copy forms part of your Compliance Records for the purposes of clause 3 and your obligations under AML/CTF Laws, and it is not altered or removed if the Client Profile later changes or a Sharing Grant is revoked.

5.3 Consent architecture

Client-side consents are obtained by Intentiv directly from the Client through the Portal, in three layers: (a) custody consent when the Client Profile is created; (b) verification consent captured at the start of each verification journey, including consents required for DVS checks and biometric verification; and (c) a Sharing Grant for each firm before that firm can access the Client Profile. Consents are specific and recorded, and Sharing Grants are revocable by the Client at any time.

5.4 Your obligations in the model

You must not: initiate a verification of a person without their express consent; attempt to access a Client Profile except under a current Sharing Grant; or misrepresent to a Client the nature of Intentiv's role or the consents they are giving. You must not undermine or interfere with the consent statements presented to Clients in the Portal or verification flow.

5.5 Revocation

A Client may revoke a Sharing Grant at any time. Revocation is prospective: it ends your firm's future access to the Client Profile and future updates from it, but does not affect Compliance Records already created under clause 5.2.

5.6 Your own notices

You are responsible for your own privacy notices to your Clients covering your collection and use of their information and your engagement of Intentiv as your service provider, as required by the Privacy Act 1988 (Cth) and any other applicable law.

5.7 Consent records and declined verifications

Where you provide Client information to the Service or initiate a verification, including when migrating an existing client book, you must keep records of the consents you have obtained and provide copies to us within 5 Business Days of request. You agree that we may share evidence of those consents with a Data Source or verification provider where their terms or the law require it. If a Client declines electronic verification, or a verification cannot be completed, providing an alternative means of verification is a matter for your firm's AML/CTF program.

6. Your responsibilities and acceptable use

6.1 Your compliance program is yours

You are solely responsible for determining whether the Service is suitable for your regulatory obligations, for the adequacy of your AML/CTF program, for all compliance decisions, and for all reports and notifications made to regulators. Intentiv is a technology provider and custodian, not a legal adviser, and does not assume responsibility for the legal sufficiency of your program or any regulatory outcome.

6.2 Data quality

You are responsible for the accuracy, integrity and legality of the data you and your Authorised Users submit to the Service, and for obtaining all consents and authorisations required for us to process it on your behalf.

6.3 Sanctions

You must not use the Service in breach of applicable sanctions or export control laws, including those administered by DFAT, the United Nations Security Council, OFAC and OFSI. You represent that neither you nor your Authorised Users are sanctioned parties or located in comprehensively sanctioned jurisdictions. We may suspend or terminate access immediately if we reasonably believe this clause is breached, subject to clause 3.

6.4 Acceptable use

You must not, and must not permit anyone to:

• use the Service for any unlawful, fraudulent or harmful purpose;

• upload or transmit content that is illegal, defamatory, malicious or infringing, or any malware or malicious code;

• attempt to gain unauthorised access to, interfere with or disrupt the Service or its systems;

• circumvent usage limits, security controls or access restrictions;

• copy, modify, decompile, reverse-engineer or create derivative works of the Service, except to the limited extent permitted by law and after notice to us;

• resell, sublicense or provide the Service to third parties outside your organisation without our prior written consent;

• redistribute, sell or make available verification outcomes, screening results or other outputs of the Service to any third party, except to the Client concerned, your regulators, external auditors and professional advisers, or as required by law; or

• use the Service or its outputs to train, test or improve any machine learning or artificial intelligence model.

6.5 Records and audit

You must keep records sufficient to demonstrate your compliance with this clause 6 and clause 7 and, on reasonable notice, allow us or a Data Source to audit your use of the Service for that purpose, no more than once in any 12-month period unless a Data Source, gateway provider or regulator requires otherwise. Any audit will be conducted so as to minimise disruption and to respect legal professional privilege and your duties of client confidentiality.

7. Identity verification, the DVS and data sources

7.1 DVS conditions

Parts of the Service verify identity documents against official records, including through the Australian Government's Document Verification Service ("DVS") via an authorised gateway service provider. Where you use these features, you must:

• ensure each individual has given express, informed consent before a verification of that individual is initiated, and support the consent statements presented in the verification flow;

• comply with the Privacy Act 1988 (Cth) and any other laws applying to the collection, use and disclosure of identification information;

• initiate verifications only for your own compliance purposes as a reporting entity, not as an agent, reseller or bureau service for another business;

• use verification only for purposes permitted for the DVS, being the verification of identity in connection with your obligations under AML/CTF Laws or other approved lawful purposes;

• cooperate with any complaint by an individual about their verification and any audit or compliance review relating to DVS use, whether initiated by us, the gateway service provider or the DVS manager; and

• not attempt to obtain, derive or reverse-engineer the underlying government data-source match results; the Service provides a consolidated identity outcome only.

7.2 Your DVS warranties

Where DVS-connected checks are enabled for your account, you warrant that: you are an Australian entity subject to Australian law; the Privacy Act 1988 (Cth) applies to you, and you agree to comply with it as if it applies even where you would not otherwise be within its scope; you use these checks for your own compliance purposes only and not as agent for any third party; and your responses to any due diligence conducted by us, the gateway service provider or the DVS manager are truthful and complete. If required by the Commonwealth or the gateway service provider, you will promptly execute a business user participation agreement or equivalent document.

7.3 Benefit of the Commonwealth

In connection with DVS checks, the disclaimers, exclusions, limitations of liability and indemnities in these Terms are given for the benefit of, and may be enforced directly by, the Commonwealth of Australia and the DVS manager.

7.4 Data Sources and upstream conditions

Access to some checks depends on our agreements with Data Sources and gateway providers. You agree that: we may require you to use specific consent wording where a Data Source requires it, and may withhold access to the relevant check until it is in place; a Data Source may require your separate approval or your direct acceptance of its terms, which you must obtain and maintain at your cost; we may suspend a particular check type or database where a Data Source or provider requires it, or where we reasonably believe its terms are being breached, without breaching these Terms; and we may share information about your use of the Service with a Data Source or provider at its lawful request. Any suspension under this clause is limited to the affected checks and does not affect clause 3.

We may suspend or withdraw identity verification features for your account if required by the DVS manager or gateway service provider, or if we reasonably believe your use does not meet these conditions. Any such suspension does not affect clause 3.

8. Fees, credits and payment

8.1 Plans and fees

Access to the Service is provided on a subscription basis. Verification, screening and related checks are charged per completed check at the prices on our website or in an agreed order form, and are paid from your firm's Verification Balance under clause 8.2. Plan limits, features and pricing are described on our website or in an agreed order form. All fees are plus GST and any other applicable taxes, which you are responsible for, except taxes on our net income.

8.2 Your Verification Balance

The Service maintains a prepaid Verification Balance for your firm. It can hold three kinds of credit, which are applied to charges in this order:

• (a) Included Credit: credit granted monthly as part of your plan (clause 8.3);

• (b) Referral Credit: credit issued under the Customer Referral Programme Terms (clause 8.4);

• (c) Purchased Credit: amounts you add to the balance yourself (clause 8.5).

A check can be started only if your Verification Balance covers its price. A check that does not complete, or does not return a result you can act on, is not charged: any amount drawn for it is returned to the same credit types, in the same proportions, from which it was drawn.

8.3 Included Credit

Plans that include monthly verification credit grant it at the start of each billing month. Unused Included Credit accumulates up to a ceiling of twelve months of your plan's monthly grant. Once your Included Credit reaches the ceiling, monthly grants pause and resume when your Included Credit falls below it. Included Credit you already hold is never removed or reduced while your subscription continues, including if you change to a plan with a lower grant or ceiling. Included Credit has no cash value, is not refundable, and lapses when your subscription ends.

8.4 Referral Credit

Referral Credit is issued and governed by the Customer Referral Programme Terms. It is held separately from Included Credit, does not count toward the ceiling in clause 8.3, and does not change your monthly grant. As set out in those terms, Referral Credit has no cash value, is not refundable, and is forfeited when your subscription ends.

8.5 Purchased Credit

You may add Purchased Credit to your Verification Balance at any time by paying with a payment method you provide, subject to the minimum top-up amount stated on our website (currently $100). Purchased Credit does not expire while your account remains open and is refundable under clause 8.9.

8.6 Invoicing and overdue amounts

We may charge fees to a payment method you provide or issue invoices payable within the period stated on the invoice or order form. If a payment is overdue, we may charge interest at the rate prescribed under the Penalty Interest Rates Act 1983 (Vic) or a lesser rate we determine, and suspend Service features until amounts due are paid. Suspension for non-payment never affects your rights under clause 3.

8.7 Renewal and price changes

Subscriptions renew automatically at the end of each billing period at then-current pricing unless the Account Owner cancels before renewal. We will give at least 30 days written notice of any material fee increase, and you may cancel before the renewal date without penalty if you do not accept it.

8.8 Trials and beta features

Where we offer a free trial, it does not require payment details and does not convert automatically to a paid subscription. Beta or preview features are provided for evaluation only, may change or be withdrawn at any time, and are not covered by standard support or availability commitments.

8.9 Credit refunds

On cancellation or termination of your subscription for any reason, we will refund your unused Purchased Credit: promptly on request to support@intentiv.com.au, and in any case within 30 days of termination, to your original payment method where practicable or otherwise by bank transfer. We may first offset amounts you owe us against your Verification Balance. Included Credit and Referral Credit are not refundable.

8.10 Subscription refunds

Except where required by law (including the Australian Consumer Law) or expressly stated in an order form, subscription fees are non-refundable during the current term. If you terminate for our uncured material breach, or under clause 3.4 or clause 19, we will refund pro-rata prepaid unused subscription fees for the remainder of the term.

9. Customer Data and privacy

9.1 Ownership and licence

"Customer Data" means data and documents that you or your Authorised Users submit to, or generate in, the Service, including your Compliance Records. You retain ownership of Customer Data. You grant Intentiv a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data as reasonably necessary to provide, maintain, secure and improve the Service, provide support, and comply with law. We may use aggregated, de-identified data derived from Customer Data and Service usage for analytics, benchmarking and improving the Service, provided it cannot reasonably identify you, your firm or any individual.

9.2 Roles

For Compliance Records and other Customer Data, you are responsible for the personal information as the collecting organisation and we act as your service provider, handling it on your documented instructions except where law requires otherwise. For Client Profiles and Portal accounts, Intentiv is the collecting organisation and the Privacy Policy and Client Portal Terms apply. A data processing agreement is available on request.

9.3 Staff access

Intentiv personnel may access Customer Data only on a need-to-know basis to resolve support requests you submit, diagnose and repair technical issues, or comply with legal obligations. All staff access to production data is logged, and personnel are bound by confidentiality obligations. We do not access Customer Data for commercial, marketing or analytical purposes beyond those described in these Terms and the Privacy Policy.

9.4 AI-assisted drafting

The Service can generate draft compliance narratives using large language model technology. When triggered, structured and minimised client profile data (such as entity type, risk category and flagged indicators) is sent to our AI sub-processor as described in the Privacy Policy. AI-generated outputs are drafts only and must be reviewed and approved by a qualified compliance professional before use in any program document, risk assessment or regulatory filing. Customer Data submitted for AI drafting is not used to train AI models. All outputs can be completed manually without AI, and AI actions are clearly labelled in the Service. You remain solely responsible for all compliance decisions and documents, whether or not AI assistance was used.

9.5 Backups and data loss

We maintain regular backups of Customer Data. If Customer Data is lost or corrupted while in our care, we will restore it from the most recent available backup and treat the incident under our incident response procedures. This clause does not limit clause 3, clause 13.2 or any rights you have under the Australian Consumer Law.

10. Intellectual property

All rights in the Service, including software, interfaces, designs, databases, templates, documentation, trade marks and improvements, remain the exclusive property of Intentiv or its licensors. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable licence to use the Service during your subscription for your internal business purposes. If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.

11. Confidentiality

Each party must keep the other's non-public information that is designated confidential, or that a reasonable person would understand to be confidential, strictly confidential; use it only to provide or receive the Service; and disclose it only to personnel and advisers who need to know and are bound by equivalent obligations. These obligations do not apply to information that is or becomes public through no fault of the recipient, was already known without restriction, is independently developed, or is lawfully received from a third party. A party may disclose confidential information where required by law, giving as much prior notice as lawfully practicable and disclosing only the minimum required. These obligations survive for three years after termination, and indefinitely for trade secrets.

12. Availability and support

We aim to provide a secure and reliable Service but do not guarantee it will be uninterrupted or error-free. We may perform scheduled or emergency maintenance and will give reasonable advance notice of scheduled maintenance where practicable. Support channels, response targets and any service-level commitments are described on our website or in an order form. Where we commit to service levels and fail to meet them, any applicable service credits are your sole financial remedy for that failure. Nothing in this clause limits your rights under the Australian Consumer Law or under clause 3.

13. Disclaimers

13.1 "As is"

To the maximum extent permitted by law, the Service is provided "as is" and "as available", and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and accuracy or completeness of data accessed through the Service, including third-party data from government registers, screening databases and identity verification providers.

13.2 Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other law that cannot lawfully be excluded. Where such a law applies and permits us to limit liability, our liability for breach of a relevant guarantee is limited, at our election, to resupplying the services or paying the cost of resupply.

13.3 No professional advice

The Service is a technology tool. It is not legal, accounting, financial or regulatory advice, and Intentiv is not a law firm. You remain solely responsible for your AML/CTF program and all regulatory outcomes.

13.4 Third-party data

We make no warranty as to the accuracy, completeness or currency of third-party data presented in the Service and are not liable for decisions you make in reliance on it.

13.5 Nature of verification and screening

Verification and screening confirm that the details provided are consistent with the records of the selected Data Sources at the time of the check. They do not establish the truth of a person's identity, and we do not warrant that every fraudulent attempt will be detected. Screening results are point-in-time unless ongoing monitoring is enabled for the relevant Client.

14. Limitation of liability

14.1 Consequential loss

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or business opportunity, regulatory fines or penalties, or the cost of substitute services, however arising, even if advised of the possibility.

14.2 Cap

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to these Terms or the Service, across all claims and theories of liability, is limited to the total fees paid or payable by you in the 12 months immediately before the event giving rise to the claim.

14.3 Exceptions

Clauses 14.1 and 14.2 do not apply to: liability for death or personal injury caused by a party's negligence; fraud or fraudulent misrepresentation; our IP indemnity under clause 15.2; our wilful and unjustified refusal to provide access to or export of your Compliance Records in breach of clause 3; or any liability that cannot lawfully be excluded or limited, including under the Australian Consumer Law.

14.4 Basis of the bargain

Each party acknowledges these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain, and that the Service would not be provided without them.

15. Indemnities

15.1 By you

You will defend and indemnify Intentiv and its officers, employees and contractors against third-party claims, losses and expenses (including reasonable legal fees) arising from: your material breach of these Terms; Customer Data that infringes third-party rights; your failure to obtain required consents; your failure to maintain an adequate AML/CTF program or comply with your regulatory obligations; or the wilful misconduct or gross negligence of you or your Authorised Users. This indemnity does not apply to the extent a claim arises from our negligence, wilful misconduct or breach of these Terms.

15.2 By us (IP)

We will defend you against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that party's intellectual property rights, and pay damages and costs finally awarded by a court, provided you notify us promptly, give us control of the defence and settlement (we will not settle in a way that imposes liability on you without your consent, not unreasonably withheld), and provide reasonable assistance at our expense. If such a claim arises or is likely, we may procure your right to continue use, modify the Service to be non-infringing with equivalent functionality, or terminate the affected part and refund pro-rata prepaid unused fees. We have no obligation for claims arising from your modifications, your combination of the Service with things we did not provide, or use in breach of these Terms.

15.3 Procedure

An indemnifying party's obligations are conditional on prompt written notice of the claim, full cooperation at the indemnifying party's expense, and no admission or settlement without the indemnifying party's prior written consent.

16. Force majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, government action, widespread internet or telecommunications failure, or acts or omissions of third-party providers. The affected party must notify the other promptly, mitigate the effects and resume performance as soon as practicable. During any force majeure event we will prioritise restoring your ability to view and export Compliance Records ahead of other Service functions. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected services on written notice and we will refund pro-rata prepaid unused fees.

17. Third-party services

The Service may integrate with third-party products and data sources, including identity verification providers, government registers, screening databases and practice-management tools. Your use of third-party products is subject to their own terms and privacy policies. We do not endorse or assume responsibility for third-party services and are not liable for loss arising from your use of or reliance on them.

18. Term, suspension and termination

18.1 Term and cancellation

These Terms commence when you first access the Service and continue until your subscription ends. The Account Owner may cancel at any time by written notice to support@intentiv.com.au or, where available, via billing settings, effective at the end of the current billing period, with access continuing until then. No refund is provided for unused portions of a prepaid term except as set out in clause 8.10.

18.2 Termination for material breach

Either party may terminate on written notice if the other is in material breach and, where the breach can be remedied, fails to remedy it within 30 days of a notice describing the breach in reasonable detail.

18.3 Immediate suspension or termination by us

We may suspend or terminate your access immediately, without liability, if: you or an entity you control becomes subject to applicable sanctions; you become insolvent or enter administration, receivership or liquidation; your use creates a material security, legal or regulatory risk to us or other customers; or you breach clause 6.3 or 6.4. Any suspension or termination under this clause remains subject to clause 3.

18.4 Effect of termination

On termination or expiry: your right to use the Service ceases except as preserved by clause 3; clause 3.2 governs access to and export or retention of your Compliance Records; and accrued payment obligations survive.

18.5 Survival

Clauses 3, 9.1 (to the extent needed to complete export, retention or deletion), 10, 11, 14, 15, 18.4, 20, 21 and 22 survive termination or expiry.

19. Changes to the Service or these Terms

We may modify or discontinue features with reasonable notice where practicable. We may update these Terms by posting a revised version with an updated date. For material changes that reduce your rights or increase your obligations, we will give at least 30 days written notice by email or in-app notification. If you do not agree to a material change, you may terminate before it takes effect and receive a pro-rata refund of prepaid unused fees. Changes to clause 3 are additionally governed by clause 3.4. Continued use after the effective date of a change constitutes acceptance.

20. Dispute resolution

Before commencing formal proceedings, the parties must attempt to resolve any dispute in good faith through senior management negotiation for 30 days after written notice of the dispute. If unresolved, either party may refer the dispute to mediation administered by the Resolution Institute (or another agreed body) in Melbourne, Victoria, with the mediator's fees shared equally. If still unresolved after mediation, either party may pursue its rights in accordance with clause 21. Nothing prevents a party seeking urgent injunctive or equitable relief, and nothing in this clause delays or conditions your rights under clause 3.

21. Governing law and jurisdiction

These Terms are governed by the laws of Victoria, Australia. Subject to clause 20, the parties submit to the exclusive jurisdiction of the courts of Victoria and applicable federal courts sitting in Victoria.

22. General

• Entire agreement. These Terms, any order form, any data processing agreement and the Privacy Policy are the entire agreement about the Service and supersede prior agreements and representations. If an order form conflicts with these Terms, the order form prevails to the extent of the inconsistency, except that nothing in an order form reduces clause 3 unless it expressly says so and is signed by both parties. Each party confirms it has not relied on any statement or representation not set out in these Terms or an order form. Nothing in this clause excludes liability for fraud or limits any right under the Australian Consumer Law that cannot lawfully be excluded.

• Severability. If a provision is unenforceable, it is limited or removed to the minimum extent necessary and the remainder continues in force.

• Waiver. A failure or delay in exercising a right is not a waiver. Waivers must be in writing.

• Assignment. You may not assign these Terms without our prior written consent, not unreasonably withheld. We may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of assets, on written notice, provided the assignee assumes clause 3.

• Subcontracting. We may subcontract the performance of our obligations. We remain responsible for the acts and omissions of our subcontractors as if they were our own.

• Notices. Notices must be in writing by email to the addresses in the account. Notices to us go to support@intentiv.com.au. An email notice is taken to be received on the Business Day it is sent, if sent before 5 pm at the recipient's location, and otherwise on the next Business Day.

• Relationship. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship, except the limited custodial role described in clause 2.3.

• Privacy Policy. These Terms should be read with the Privacy Policy. If they conflict in relation to personal information, the Privacy Policy prevails.