Client Services Terms (5 October 2026)

Effective: 5 October 2026 | Superseded: 7 October 2026

This is a superseded version of the Client Services Terms. It was effective from 5 October 2026 and was replaced on 7 October 2026. It is published for reference by clients whose Scope of Work identifies this version. The current terms are at https://www.amtecai.com/client-services-terms.

These Client Services Terms are issued by AMTEC ADVISORY PTY LTD (ABN 92 697 826 627) (Amtec, we, us or our). They govern services supplied by Amtec to the client identified in a proposal, quote, order, statement of work or scope document (Client).

These terms are intended to operate with each Scope of Work. Project-specific commercial details, deliverables, exclusions, timing and fees should be stated in the applicable Scope of Work.

1. Definitions

• Acceptance Criteria means any objective acceptance requirements expressly identified as acceptance criteria in the applicable SOW or an approved Change Request;
• Additional Work means Services requested or required beyond the agreed Scope, including a Change Request, additional investigation, analysis, meetings, consultation, administration or other work that is not reasonably required to perform the Services expressly included in the SOW;
• Background IP means intellectual property owned, developed or controlled by a party independently of the Services, including reusable code, libraries, frameworks, templates, methods, tools, know-how, processes and modifications to them;
• Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne, Victoria;
• Change Request means a proposed addition, deletion, modification, expansion or other change to the Scope, Deliverables, requirements, assumptions, Acceptance Criteria, functionality, integrations, data sources, workflows, timing or other requirements of an SOW;
• Client Data means data, personal information, content, records, credentials, code and materials supplied by or on behalf of the Client or accessed through Client systems;
• Defect means a reproducible failure of a Deliverable, directly caused by Amtec’s work, to materially conform to an express requirement or Acceptance Criterion contained in the applicable SOW or an approved Change Request;
• Deliverables means the items expressly identified as deliverables in a Scope of Work;
• Fees means the amounts payable under the applicable Scope of Work and these terms;
• Project Representative means the individual nominated by the Client under clause 7 who is authorised to provide instructions, approvals and decisions on behalf of the Client;
• Requirements Baseline means the requirements expressly contained in the applicable SOW, together with any document expressly incorporated into the SOW by reference and any subsequently approved Change Request;
• Services means the consulting, design, development, integration, automation, artificial-intelligence, data, website, hosting, support, advisory or related services described in a Scope of Work; and
• Scope of Work or SOW means a proposal, quote, order, scope, statement of work or similar document accepted by the parties.

For the avoidance of doubt, a Defect does not include a new or changed requirement, functionality not expressly included in the SOW, a change in the Client’s interpretation, preference or intended use, additional features, integrations, data sources, workflows or records, cosmetic or subjective preferences that do not materially affect agreed functionality, inaccurate or unavailable Client or third-party data, third-party changes or limitations, Client or third-party modifications, issues in pre-existing systems, use outside the agreed environment or purpose, or an enhancement, optimisation or improvement requested after delivery.

Sales discussions, demonstrations, proposals, meeting discussions, messages, examples, suggestions or correspondence do not form part of the Requirements Baseline unless expressly incorporated into the SOW or an approved Change Request.

2. Application and acceptance

These terms apply to each SOW that incorporates or refers to them. The Client accepts these terms by signing or electronically accepting a SOW, approving it by email, instructing Amtec to commence, paying a deposit or invoice, or receiving Services after being given reasonable notice of the terms.

If there is an inconsistency, the following order applies: the SOW, any expressly agreed data-processing or confidentiality schedule, and then these terms. A SOW prevails only for the specific matter it expressly addresses.

A quote or proposal is open for 30 days unless it states otherwise.

3. Services and project approach

Amtec will provide the Services with due care and skill and in accordance with the applicable SOW. Unless the SOW states otherwise, timelines are estimates and depend on Client cooperation, third-party systems and technical discovery.

Amtec may select the technical methods, tools, personnel and sequencing reasonably required to perform the Services, while taking account of agreed requirements.

4. Fees, GST and invoicing

Fees are exclusive of GST unless expressly stated otherwise. The Client must pay GST in addition to the Fees where applicable.

The Client must pay deposits, milestones, retainers and invoices in accordance with the SOW. If no due date is stated, invoices are due within 7 days.

Where work is authorised but no fixed fee or rate is stated, the work is charged at Amtec’s standard rate of $400 plus GST per hour.

Amtec may apply interest to overdue amounts at the Reserve Bank of Australia cash rate plus 6% per annum, calculated daily, and recover reasonable debt-recovery costs. This does not limit any other right.

4.1 Invoice disputes

If the Client genuinely disputes an invoice, the Client must notify Amtec promptly in writing, identifying the amount disputed, the specific reason for the dispute and any supporting information reasonably available to the Client.

The Client must pay any undisputed portion of an invoice by the applicable due date.

A dispute relating to one Deliverable, Defect or Change Request does not entitle the Client to withhold amounts properly due for other Services or Deliverables.

Nothing in this clause limits any right the Client has under applicable law.

5. Deposits, milestones and delivery

A deposit reserves capacity and authorises commencement.

If a SOW ends before completion, Amtec may retain from amounts already paid an amount equal to the aggregate of:

• Fees for Services properly performed up to the date the SOW ends;
• non-cancellable third-party costs Amtec has incurred or committed to for the Client;
• reasonable costs of transition, handover and demobilisation requested by the Client; and
• a reasonable amount for capacity specifically reserved for the Client and not able to be reallocated, calculated under the paragraph below.

The amount retained for reserved capacity must not exceed the Fees that would have been payable for the unexpired part of the notice period applicable under clause 23. If the Client gave the full notice required, or the SOW ended for Amtec’s material breach, no amount may be retained for reserved capacity. Where clause 23 does not prescribe a notice period for the way the SOW ended, the applicable period is the notice period that would have applied had the Client terminated the SOW for convenience.

Amtec must take reasonable steps to reallocate reserved capacity and to cancel or mitigate committed costs, and the retained amount is reduced accordingly.

Within 20 Business Days after the SOW ends, Amtec must give the Client a written reconciliation showing how the retained amount was calculated, and must refund any balance of amounts paid that exceeds the retained amount.

Amtec may withhold source code, credentials, final files, deployment, migration, licences and handover materials until all amounts due for the relevant SOW are paid in cleared funds.

Nothing in this clause limits any non-excludable right or remedy. If a consumer-law remedy applies, any refund or adjustment will be determined consistently with that law and the value of Services properly supplied.

5.1 When delivery occurs

A Deliverable is taken to have been delivered when Amtec gives the Client access to the Deliverable, provides or makes the Deliverable reasonably available for handover, download, deployment, transfer or review, or notifies the Client in writing that the Deliverable is complete and reasonably available for delivery, whichever occurs first.

The Client’s failure or refusal to attend a handover meeting, access or download a Deliverable, conduct testing, provide feedback, provide required access, information or approvals, or otherwise take possession of or review a Deliverable does not prevent delivery from occurring or, subject to clause 12, postpone the applicable acceptance period, warranty period or payment obligation.

Amtec must provide sufficient information to enable the Client reasonably to access and review the Deliverable.

6. Scope changes and additional work

6.1 Agreed Scope

The SOW includes only the Services, Deliverables and requirements expressly stated in the Requirements Baseline.

A requirement does not become part of the Scope merely because it was discussed before or during the engagement, would improve the Deliverable, may ordinarily be associated with similar software or services, was expected or assumed by the Client, appears in a later email, message, meeting or document, or is investigated, discussed or considered by Amtec.

Nothing in this clause limits any representation or obligation that cannot lawfully be excluded.

6.2 Change Requests

Any proposed change to the Requirements Baseline is a Change Request.

A Change Request may include a new feature or function, additional integration, additional data source or dataset, additional workflow, page or interface, change to approved logic or design, revised business rule, additional reporting, data extraction or enrichment, expansion of an agreed use case, revision following earlier approval, changed assumption, additional testing requirement, training, documentation, support or remediation of an issue that does not constitute a Defect.

Amtec may provide an estimate or revised quotation addressing the effect of the Change Request on Fees, timing, resources and delivery.

Amtec is not required to commence a Change Request until the parties have agreed in writing on any material effect on Scope, Fees and timing.

6.3 No informal variation of Scope

A conversation, email, message, meeting discussion, demonstration, suggestion, investigation or request does not amend a SOW unless the communication expressly records that the parties are approving a Change Request or variation to the SOW.

Amtec’s investigation, consideration or discussion of a proposed change does not constitute agreement that the requested work was included in the original Scope.

6.4 Client instructions must be clear and consolidated

The Client must provide instructions, requirements, feedback, questions and decisions in a reasonably clear, complete and consolidated manner.

Amtec is not required to infer unstated requirements or determine the Client’s intended requirement from fragmented, repetitive, ambiguous, inconsistent or conflicting communications.

Where reasonably practicable, Amtec may require the Client to consolidate outstanding issues, requested changes or feedback into a single written issues list or Change Request before Amtec is required to provide a substantive response.

6.5 Ambiguous or conflicting instructions

Where an instruction or request is ambiguous, materially incomplete, inconsistent with a previous instruction or approval, inconsistent with the Requirements Baseline or inconsistent with another instruction from the Client, Amtec may request clarification and pause the affected work until sufficiently clear instructions are provided.

Any resulting delay will be treated as a Client delay under clause 8.

Where Client personnel provide conflicting instructions, Amtec may rely on the Project Representative to determine which instruction applies.

6.6 Meetings, consultation, communications and administrative time

Unless otherwise stated in the applicable SOW, the Fees include reasonable project communication required to deliver the Services and up to one scheduled project meeting of 30 minutes per week during the agreed project period, together with one project kick-off meeting of up to 60 minutes and one final handover or review meeting of up to 60 minutes.

Unless otherwise expressly stated in the SOW, total meeting, consultation and advisory time included in a fixed-fee engagement is capped at 5 hours per engagement.

Additional Work may include material time reasonably required to analyse extensive or repetitive correspondence, reconcile inconsistent Client instructions, reconstruct requirements from fragmented communications, prepare responses to substantial lists of questions or requested changes, conduct additional investigations requested by the Client, repeatedly explain matters already documented or addressed, attend additional meetings or workshops, provide substantive advisory services or administer a project materially beyond the level reasonably contemplated by the SOW.

Before charging material Additional Work under this clause, Amtec will notify the Client that the relevant activity falls outside the included project-administration allowance or Scope and will obtain approval before proceeding with chargeable work. The Client may instead elect to consolidate or withdraw the relevant request.

6.7 Additional Work fees

Unless another amount is agreed, approved Additional Work will be charged at Amtec’s standard rate of $400 plus GST per hour in 15-minute increments.

Amtec may require a deposit or advance payment before commencing substantial Additional Work.

7. Client responsibilities

The Client must:

• provide accurate, complete and timely requirements, information, decisions, approvals, access, credentials, content and personnel;
• appoint a Project Representative who may give instructions and approvals;
• ensure its instructions are sufficiently clear and complete for Amtec reasonably to perform the Services;
• promptly resolve conflicting instructions given by its personnel;
• consolidate feedback and requested changes where reasonably requested by Amtec;
• distinguish, where reasonably possible, between reported Defects and requests for changes or enhancements;
• review and approve requirements and decisions submitted to it within the time reasonably required for the project;
• ensure that personnel providing instructions to Amtec are appropriately authorised;
• ensure it has all rights, consents, licences and authority needed for Client Data, systems, instructions and materials;
• maintain appropriate backups and business-continuity arrangements unless backup services are expressly included;
• review Deliverables, test them in its environment and promptly report material issues;
• use the Services and Deliverables lawfully, securely and only for the intended purpose;
• comply with applicable industry, privacy, consumer, employment, marketing, health, financial and other regulatory requirements;
• obtain independent legal, regulatory, tax, financial, medical or other professional advice where required; and
• not knowingly require Amtec to repeatedly analyse substantially the same issue without identifying any new information or requirement.

7.1 Project Representative

Unless Amtec has actual knowledge to the contrary, Amtec may rely on instructions and approvals given by the Project Representative as authorised instructions of the Client.

Where other Client personnel give instructions that conflict with the Project Representative, an existing approval, the SOW or another Client instruction, Amtec may pause the affected work and request that the Project Representative provide a final consolidated direction.

The Client remains responsible for resolving internal disagreement among its personnel.

8. Client delays, inactivity and dependencies

8.1 Client delays

If the Client delays providing access, feedback, approvals, content, data, instructions, decisions or payment, Amtec may reasonably extend project dates, revise milestones, reallocate personnel, reschedule work according to resource availability and charge reasonable additional or remobilisation costs actually arising from the delay, where those costs have been notified to the Client before being incurred where reasonably practicable.

8.2 Dormant projects

If Amtec is unable materially to progress a project because the Client has failed to provide a required response, approval, decision, access or other dependency for 15 Business Days after Amtec has requested it, Amtec may give the Client a written inactivity notice.

If the Client does not provide the required item within a further 5 Business Days, Amtec may designate the project dormant and reallocate the personnel assigned to it.

When the Client later becomes ready to continue, Amtec will use reasonable efforts to remobilise the project, subject to personnel availability and a revised project timetable.

Reasonable additional costs directly arising from remobilisation may constitute Additional Work if notified to and approved by the Client before being incurred.

8.3 Prolonged inactivity

If Client-caused inactivity continues for 30 Business Days after an inactivity notice and materially prevents Amtec from performing the Services, Amtec may treat the continued failure as a material breach for the purposes of clause 23 and give the Client the applicable opportunity to remedy that breach.

8.4 External dependencies

Amtec is not responsible for delay or failure to the extent caused by inaccurate or incomplete Client requirements, Client Data, Client personnel, pre-existing or legacy systems, undocumented dependencies, third-party providers, APIs, platforms or websites, required third-party approvals, or circumstances outside Amtec’s reasonable control.

9. Third-party products, platforms and costs

The Services may use third-party hosting, software, APIs, artificial-intelligence services, libraries, plugins, email platforms, data providers, analytics, domains and other products. Unless the SOW expressly includes them, all third-party subscriptions, licences, usage fees, transaction charges, domains, advertising spend and infrastructure costs are payable by the Client.

Third-party services are governed by their own terms and may change, fail, suspend accounts, limit features or alter pricing. Amtec does not control and is not responsible for third-party availability, security, data handling, policy changes, deliverability, model behaviour or continued compatibility.

Amtec may recommend alternatives where practical, but redesign or migration resulting from third-party changes is additional work unless the SOW states otherwise.

10. Personnel and subcontractors

Amtec may use employees, contractors, specialist developers and service providers to perform the Services. Amtec will remain responsible for supervising work performed on its behalf and will require personnel with access to confidential information to be subject to appropriate confidentiality obligations.

Unless expressly agreed, the Client is not entitled to require that a particular individual perform the Services.

11. Instructions, approvals and project records

11.1 Project record

Amtec may maintain a written project record containing approved requirements, material decisions, Client approvals, Change Requests, reported Defects, project dependencies, meeting decisions and material Client instructions.

Email, project-management systems and other written electronic communications may form part of that record.

11.2 Hierarchy of requirements

If project communications are inconsistent, the following order of priority applies unless expressly agreed otherwise:

1. the SOW;
2. an expressly approved Change Request or SOW variation;
3. written decisions subsequently approved by the Project Representative; and
4. other project correspondence.

A later operational instruction does not amend the Requirements Baseline unless it expressly operates as an approved Change Request or variation.

11.3 Approvals

Once the Client has expressly approved a material requirement, design, workflow, rule, data mapping, business rule or other project decision, Amtec may rely on that approval.

A subsequent request to materially revise an approved item may constitute a Change Request.

11.4 Business decisions

The Client remains responsible for reviewing and approving campaign content, recipient lists, data mappings, business rules, release decisions, commercial assumptions and other outputs requiring Client business judgment before use or deployment.

12. Testing, delivery, acceptance and warranty

12.1 Testing

Amtec will perform the testing expressly included in the SOW.

The Client is responsible for user-acceptance testing, business validation and confirming that Deliverables are suitable for the Client’s operations before live use, except to the extent otherwise expressly stated in the SOW.

12.2 Acceptance period

Unless the SOW states otherwise, the Client has 10 Business Days after delivery to review a Deliverable.

Amtec’s delivery notice must state the date of delivery, the date the acceptance period expires and that the Deliverable will be taken to have been accepted if the Client does not notify Amtec of a material non-conformity during that period.

If those matters are not contained in the delivery notice, the deemed-acceptance period does not commence.

Where a Deliverable is complex or the Client’s testing depends on a third party, the Client may request a reasonable extension of the acceptance period and Amtec must not unreasonably refuse.

12.3 Notice of non-conformity

If the Client considers a Deliverable materially non-conforming, the Client must identify the issue with reasonable specificity, including where reasonably practicable the requirement or Acceptance Criterion that the Client considers has not been met, the behaviour complained of, reasonable reproduction steps and relevant examples or evidence.

The parties must then determine whether the issue is a Defect, Change Request, third-party issue or another matter under this Agreement.

The Client is not required to use any particular technical terminology when reporting an issue.

12.4 When acceptance occurs

A Deliverable is accepted when the Client confirms acceptance in writing, deploys or uses the Deliverable in production other than solely for agreed acceptance testing, or the applicable acceptance period expires without the Client having notified Amtec of a material non-conformity in accordance with clause 12.3.

Payment of an invoice or milestone is not, of itself, acceptance.

Acceptance does not limit the warranty in this clause, any right in respect of a defect that was not reasonably apparent on testing, or any non-excludable right or remedy.

12.5 Minor issues do not prevent acceptance

The existence of an issue that does not materially prevent a Deliverable from performing the functionality expressly required by the Requirements Baseline does not, by itself, permit rejection of the entire Deliverable.

Where a qualifying Defect exists, Amtec will address that Defect under this clause without affecting acceptance of unaffected parts of the Deliverable.

Nothing in this clause restricts any non-excludable right or remedy.

12.6 Opportunity to correct Defects

Where the Client identifies a qualifying Defect during the acceptance or warranty period, Amtec must be given a reasonable opportunity to investigate and, where Amtec is responsible, correct the Defect.

A request to alter the agreed requirement rather than correct the Deliverable to conform with it is a Change Request.

12.7 Warranty

For 30 days after final delivery, Amtec will correct without additional professional fees any Defect that is reproducible, materially prevents the Deliverable from operating in accordance with the Requirements Baseline and is directly caused by Amtec’s work.

The warranty does not cover matters excluded from the definition of Defect.

12.8 Project closure

Unless an active support, maintenance or retainer arrangement applies, the project is considered closed after final acceptance and expiry of the applicable warranty period.

After project closure, additional investigation, modifications, enhancements, meetings, advice, support or other requested services constitute Additional Work unless required under a non-excludable legal right.

12.9 Refusal or failure to participate in handover

A Client’s refusal or failure to attend a scheduled delivery or handover meeting does not prevent delivery occurring where Amtec has otherwise complied with clause 5.1.

Amtec may provide the relevant access, materials and delivery notice electronically and the acceptance process will then operate in accordance with this clause.

13. Intellectual property

Each party retains ownership of its Background IP. The Client retains ownership of Client Data, branding, content, business methods and materials supplied by it.

Amtec owns its Background IP and all reusable or generally applicable code, components, integrations, prompts, workflows, templates, models, architecture, libraries, tools, methods, improvements and know-how used or developed in performing the Services.

Subject to full payment, Amtec grants the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use, operate, maintain and modify the Deliverables for the Client’s internal business purposes and the intended use described in the SOW.

Unless the SOW expressly states otherwise, the licence does not transfer ownership of Amtec’s Background IP and does not permit the Client to resell, sublicense, distribute or commercialise Amtec’s reusable technology as a standalone product or service.

Source code, repositories and editable working files are provided only where expressly included in the SOW and after full payment.

Open-source and third-party components remain subject to their applicable licences. Amtec may reuse general skills, ideas, methods and non-client-specific components, provided it does not disclose Client confidential information.

Amtec may identify the Client or publish a case study only with the Client’s prior written approval. A project-specific IP arrangement must be stated expressly in the SOW.

14. Client Data, privacy and security

The Client warrants that Client Data has been lawfully collected and may lawfully be provided to, accessed by and processed by Amtec for the Services. The Client is responsible for notices, consents, lawful bases, data quality, retention instructions and responses to individuals unless the SOW states otherwise.

Amtec will use Client Data only to perform, secure, support and administer the Services, comply with law and protect legal rights. Amtec will not sell Client Data or use it to train Amtec’s internal models.

The Client must not provide sensitive personal information, production credentials or regulated data unless Amtec has expressly agreed to receive it and the parties have agreed appropriate handling arrangements.

Amtec will take reasonable security measures appropriate to the engagement. The Client acknowledges that no system is completely secure and must maintain its own access controls, backups, monitoring and incident-response arrangements.

Each party must promptly notify the other of a suspected data or security incident materially affecting the Services and reasonably cooperate with investigation and legally required notifications. Responsibility for notification follows the party’s legal obligations and control of the affected information.

15. Artificial intelligence and automated systems

Amtec may design, integrate or configure artificial-intelligence, machine-learning and automated systems. These systems may produce incomplete, inaccurate, biased, variable or unexpected outputs and may be affected by source data and third-party models.

Amtec provides technology under the Client’s instructions and does not make legal, financial, medical, employment, credit, eligibility or other regulated decisions on the Client’s behalf unless expressly agreed in a specific SOW.

The Client is responsible for determining whether a proposed use is lawful and appropriate, implementing human review, validating outputs, documenting decisions, informing affected individuals where required and ensuring the technology is not used outside the agreed purpose.

Unless expressly agreed, Deliverables are decision-support tools and must not be treated as a substitute for qualified professional judgment.

15A. Data sources, extraction and matching

15A.1 External data

Where Services use or process information obtained from government registers, websites, WHOIS or domain records, public databases, search engines, APIs, third-party datasets, social platforms or other external information sources, the Client acknowledges that those sources may contain incomplete, inaccurate, inconsistent, duplicated, delayed or outdated information or may become unavailable.

Unless expressly stated in the SOW, Amtec does not warrant the completeness or accuracy of the underlying third-party information.

15A.2 Data extraction and automated matching

Data extraction, enrichment, entity resolution, classification, deduplication, relationship mapping and automated matching may use deterministic, probabilistic, heuristic or artificial-intelligence techniques.

Depending on the agreed methodology and quality of available information, results may include false positives, false negatives, unmatched records, duplicate records, missing information or incorrect associations caused by ambiguous or inaccurate source data.

This does not relieve Amtec from implementing the expressly agreed methodology with due care and skill.

15A.3 What constitutes a Defect

An error caused by Amtec incorrectly implementing an expressly agreed rule may constitute a Defect.

An error materially attributable to inaccurate, incomplete, ambiguous, changed or unavailable source information, or an inherent limitation of an expressly agreed matching methodology, does not of itself constitute a Defect.

15A.4 Verification

The Client must apply appropriate human or independent verification before relying on extracted or matched information for material legal, regulatory, financial, ownership, compliance or other significant business decisions.

16. Outbound marketing, data and campaign compliance

Where Services involve data enrichment, prospecting, email infrastructure, campaign automation or direct marketing, the Client remains solely responsible for compliance with the Spam Act 2003 (Cth), Privacy Act 1988 (Cth), Australian Privacy Principles, Do Not Call Register Act 2006 (Cth), consumer law, platform rules and any laws applying to recipients in other jurisdictions.

The Client warrants that contact data and recipient lists are lawfully sourced and suitable for the intended use and that the Client can demonstrate any consent, inferred consent, published-address basis or other permission relied upon.

The Client must review and approve recipient criteria, lists, sender identity, content, sending volumes, sequences and campaign settings before launch. Approval confirms the Client’s business decision to conduct the campaign.

The Client must maintain and honour unsubscribe and suppression records, accurately identify the sender, provide required contact details and process opt-outs within applicable time limits.

Amtec does not provide legal advice on marketing compliance and does not guarantee deliverability, inbox placement, domain reputation, responses, sales or platform availability.

Amtec may refuse, pause or suspend work that it reasonably believes may be unlawful, deceptive, unsafe or contrary to third-party rules. This right does not make Amtec responsible for auditing or guaranteeing the Client’s compliance.

17. Confidentiality

Each party must keep the other party’s confidential information secure, use it only for the engagement and disclose it only to personnel, contractors, insurers and professional advisers who need it and are subject to confidentiality obligations.

Confidential information includes business plans, pricing, data, customer and prospect information, code, architecture, credentials, methodologies, technical documentation, security information and information that would reasonably be understood to be confidential.

Confidentiality obligations do not apply to information that the receiving party can demonstrate was lawfully known without restriction, independently developed, lawfully received from another source without restriction or becomes public other than through breach.

A party may disclose information where required by law, giving notice where legally permitted. On request or termination, a party must return or securely delete confidential information reasonably within its control, subject to legal retention, backups and security records.

These obligations continue for 5 years after the relevant SOW ends. Obligations relating to trade secrets, source code, credentials and information that remains inherently confidential continue for so long as the information remains confidential.

18. No guarantee of commercial outcomes

Unless expressly stated as a contractual performance commitment in the SOW, Amtec does not guarantee revenue, profit, sales, leads, conversion rates, search rankings, deliverability, customer adoption, funding, cost savings, regulatory approval, uninterrupted operation or any other commercial outcome.

Forecasts, estimates, demonstrations, prototypes and examples are indicative only and are not warranties.

19. Australian Consumer Law and non-excludable rights

Nothing in these terms excludes, restricts or modifies any consumer guarantee, statutory right, remedy or liability that cannot lawfully be excluded, restricted or modified.

Where permitted by law, Amtec’s liability for failure to comply with a non-excludable guarantee is limited, at Amtec’s option, to resupplying the Services or paying the reasonable cost of having the Services supplied again.

20. Liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, consequential, special or punitive loss, or loss of profit, revenue, opportunity, goodwill, reputation, anticipated savings or data, except to the extent such loss is a direct and reasonably foreseeable consequence that cannot lawfully be excluded.

To the maximum extent permitted by law, Amtec’s total aggregate liability arising from or in connection with a SOW, whether in contract, tort, statute or otherwise, is limited to the greater of:

• the Fees actually paid to Amtec under that SOW during the 12 months preceding the event giving rise to the claim; and
• $50,000.

The limitations in this clause do not apply to:

• liability that cannot lawfully be limited or excluded;
• Amtec’s fraud, wilful misconduct or wilful abandonment of the Services;
• death or personal injury caused by Amtec’s negligence;
• Amtec’s breach of clause 17;
• a claim that a Deliverable or Amtec Background IP, used in accordance with these terms and the SOW, infringes a third party’s intellectual-property rights; or
• the Client’s obligation to pay Fees properly due.

Each party must take reasonable steps to mitigate loss.

21. Client indemnity

To the maximum extent permitted by law, the Client indemnifies Amtec and its personnel against third-party claims, regulatory complaints, penalties and reasonable external costs to the extent arising from:

• Client Data, content, materials or instructions that infringe rights, are unlawful or were supplied without required authority;
• the Client’s marketing campaigns, recipient selection, lack of consent, failure to honour opt-outs or breach of privacy, spam or platform requirements;
• the Client’s use of Deliverables outside the agreed purpose, without required human oversight or contrary to Amtec’s written instructions;
• modification of Deliverables by the Client or a third party; or
• the Client’s material breach of these terms or the SOW.

The indemnity is reduced to the extent the claim was caused or contributed to by Amtec’s breach, negligence, fraud or wilful misconduct. Amtec must give reasonable notice of an indemnified claim and allow the Client reasonable participation in its defence, provided the Client may not settle a claim in a way that admits liability for or imposes non-monetary obligations on Amtec without consent.

The Client’s liability under this indemnity is subject to the limitations in clause 20, other than in respect of the Client’s own fraud or wilful misconduct.

To the maximum extent permitted by law, Amtec indemnifies the Client against third-party claims and reasonable external costs to the extent arising from:

• a claim that a Deliverable or Amtec Background IP, used in accordance with these terms and the SOW, infringes a third party’s intellectual-property rights; or
• Amtec’s breach of clause 17.

This indemnity is reduced to the extent the claim was caused or contributed to by the Client’s breach, negligence, fraud or wilful misconduct, by Client Data or Client instructions, or by modification of a Deliverable by the Client or a third party. The Client must give reasonable notice of an indemnified claim and allow Amtec reasonable participation in its defence.

If a Deliverable is or is likely to become the subject of an infringement claim, Amtec may at its option and expense procure the right for the Client to continue using the Deliverable, modify or replace it so that it is non-infringing while remaining materially equivalent in function, or, if neither is reasonably achievable, terminate the affected part of the SOW and refund the Fees paid for that Deliverable.

22. Suspension

Amtec may suspend affected Services, deployment, access, delivery or Additional Work where an invoice is overdue, required Client access, approval, information or decisions have not been provided, Client inactivity materially prevents progress, the Client has materially breached the Agreement, continued work creates a material legal, regulatory, security or third-party platform risk, the Client has not resolved materially conflicting instructions, a disputed Change Request requires resolution before the affected work can reasonably proceed, or the Client repeatedly requires work outside the Requirements Baseline without agreeing the applicable Change Request after Amtec has explained the position.

Except where immediate suspension is reasonably necessary because of serious legal, security or other risk, Amtec will give reasonable written notice of the reason for suspension and an opportunity to resolve the issue.

Suspension caused by a Client dependency or breach does not extend payment dates for Services already properly supplied.

Project timelines and resource availability may be reasonably adjusted as a result of the suspension.

23. Termination

23.1 Termination for material breach

Either party may terminate a SOW if the other party commits a material breach and does not remedy that breach within 10 Business Days after receiving written notice specifying the breach and requiring it to be remedied.

A party may terminate immediately where a material breach is incapable of remedy.

23.2 Examples of Client material breach

Depending on its seriousness, duration and effect on the engagement, a Client material breach may include persistent non-payment, prolonged failure to provide required access, approvals, information or decisions, repeated refusal to comply with the agreed Change Request process where that refusal materially prevents performance, Client-caused inactivity that materially prevents performance, unlawful instructions, material misuse of a Deliverable, serious or repeated abusive, threatening or harassing conduct towards Amtec personnel, material breach of confidentiality or intellectual-property obligations, or other conduct materially preventing Amtec from reasonably performing the agreed Services.

Except for circumstances justifying immediate termination under clause 23.3, Amtec must follow the notice and remedy procedure in clause 23.1.

23.3 Immediate suspension or termination

Amtec may suspend immediately, and where reasonably necessary terminate immediately, where continued performance would expose Amtec or its personnel to unlawful conduct, a serious security risk, fraud, serious abusive or threatening conduct, serious misuse of Amtec systems or intellectual property, or another material risk that cannot reasonably be addressed through continued performance.

23.4 Retainers without a minimum term

Either party may terminate an ongoing retainer that has no fixed minimum term on 30 days’ written notice.

23.5 Fixed minimum-term retainers

If the Client terminates a retainer during a fixed minimum term other than because of Amtec’s material breach, the Client must pay the Fees that would otherwise become payable for the remaining minimum term, reduced by costs Amtec saves as a result of the termination and amounts Amtec earns, or by taking reasonable steps could reasonably be expected to earn, by reallocating the capacity reserved for the Client.

Amtec must take reasonable steps to mitigate its loss and provide the Client with a written calculation.

23.6 Fixed projects – Client convenience termination

The Client may terminate a fixed project for convenience on 14 days’ written notice.

The Client must pay for Services properly performed, approved work in progress, non-cancellable third-party commitments, reasonable transition work requested by the Client and reserved capacity calculated in accordance with clause 5.

Any excess prepaid amount must be reconciled and refunded in accordance with clause 5.

23.7 Fixed projects – Amtec convenience termination

Amtec may terminate a fixed project for convenience on 14 days’ written notice.

Where Amtec does so other than because of Client breach, the Client is liable only for Services properly performed up to termination and non-cancellable third-party costs reasonably incurred for the Client before notice of termination.

Amtec must provide paid-for completed Deliverables reasonably capable of handover, reasonably cooperate with transition, not charge for unperformed professional Services and refund any excess prepaid amount within 20 Business Days after reconciliation.

23.8 Effect of termination

On termination, accrued payment obligations remain payable, each party must return the other’s property and confidential information as reasonably practicable, licences to Deliverables arise only to the extent the corresponding Fees have been paid, Amtec is not required to perform unapproved Change Requests, the parties must reasonably cooperate regarding agreed handover, and clauses intended by their nature to survive termination continue.

Termination does not affect accrued rights or any non-excludable legal right or remedy.

24. Force majeure

A party is not liable for delay or failure caused by events beyond its reasonable control, including outages, cyber incidents not caused by its failure to take reasonable care, natural disasters, war, civil disturbance, government action, industrial disputes and failures of utilities or third-party platforms.

The affected party must notify the other and take reasonable steps to minimise the impact. Payment obligations for Services already supplied are not excused.

25. Disputes

25.1 Notice and senior discussion

Before commencing court proceedings, a party must give written notice identifying the dispute with reasonable detail.

Senior representatives of each party must then attempt in good faith to resolve the dispute.

25.2 Scope and Change Request disputes

If the parties disagree about whether requested work forms part of the Requirements Baseline, constitutes a Defect or constitutes a Change Request, either party may provide its written position.

Unless necessary to prevent damage, security risk or material operational interruption, Amtec may pause the disputed work while the issue is being resolved.

Amtec must continue any other undisputed Services that can reasonably proceed, subject to payment and Client dependencies.

The Client must continue paying undisputed amounts.

25.3 Mediation

If a dispute is not resolved within 10 Business Days after notice, either party may propose mediation in Melbourne, Victoria through a mutually agreed mediator.

Each party bears its own costs and the mediator’s fees are shared equally unless otherwise agreed.

25.4 Urgent proceedings

Nothing in this clause prevents urgent interlocutory or injunctive relief, action reasonably required to protect confidential information, intellectual property or system security, or proceedings to recover an undisputed debt.

26. Notices

Legal notices to Amtec must be sent to admin@amtecadvisory.com and may also be delivered to 74 Kooyong Road, Caulfield North VIC 3161, Australia. Notices to the Client may be sent to the contact details in the SOW.

An email notice is taken to be received on the next business day after sending unless the sender receives a delivery failure message.

27. General

The agreement is governed by the laws of Victoria, Australia. The courts of Victoria and courts entitled to hear appeals from them have non-exclusive jurisdiction.

Neither party may assign the agreement without the other party’s prior written consent, not to be unreasonably withheld, except to a related body corporate or as part of a genuine sale of substantially all of the relevant business, provided the assignee assumes the obligations.

A failure or delay to exercise a right is not a waiver. If a provision is invalid or unenforceable, it is severed or read down to the minimum extent necessary without affecting the remainder.

The agreement records the entire agreement about its subject matter and replaces prior discussions, subject to fraud and rights that cannot be excluded.

27.1 Goodwill work does not amend Scope

If Amtec elects on a particular occasion to investigate an issue without charge, perform work outside Scope without charge, correct an issue that is not a Defect, provide additional assistance as a courtesy, extend a deadline or refrain from exercising a contractual right, that action does not amend the SOW, change the Requirements Baseline, constitute an admission that the work was previously required, create an ongoing obligation to provide equivalent work in the future or waive any right in relation to a later occurrence, unless Amtec expressly agrees otherwise in writing.

27.2 Variations

A variation to Scope, Fees, Acceptance Criteria, Deliverables or other material commercial terms must be expressly identified in writing as a Change Request, SOW variation or other contractual amendment and approved by authorised representatives of both parties.

Routine operational instructions do not vary the Agreement merely because they are provided by email or message.

27.3 Contract version

The version of these Client Services Terms identified in or incorporated into the applicable SOW governs that SOW unless the parties subsequently agree in writing to adopt another version.

Publication of an updated version on Amtec’s website does not, by itself, retrospectively amend an existing SOW.

Electronic signatures, counterparts, email acceptance and online acceptance are permitted.

28. Contact details

AMTEC ADVISORY PTY LTD
ABN 92 697 826 627 | ACN 697 826 627
74 Kooyong Road, Caulfield North VIC 3161, Australia
Primary and legal contact: Benji Saddik
Email: admin@amtecadvisory.com

Previous versions

Each Scope of Work identifies the version of these terms that governs it. Superseded versions stay published here so they remain readable for the engagements that incorporate them.

• Effective 3 September 2026, superseded 5 October 2026: https://www.amtecai.com/client-services-terms-3-september-2026
• Effective 27 July 2026, superseded 3 September 2026: https://www.amtecai.com/client-services-terms-27-july-2026