Terms Of Use

DEFINITION:

In these terms and conditions: “Website” means the Website and related software developed by OZY DIGITAL Pty Ltd and/or its agents and contractors for the Purchaser containing information provided by the Purchaser to OZY DIGITAL Pty Ltd and/or its agents; “Project” means the development of the Website / App etc and the reasonable attempts of OZY DIGITAL Pty Ltd and/or its agents to have published the Website that are agreed between OZY DIGITAL Pty Ltd and the Purchaser.

1. PRICE AND PAYMENT:

• Fees and Billing

The Client agrees to pay Ozy Digital Pty Ltd the monthly fee as set out in the Proposal or Service Agreement (“Monthly Fee”). The Monthly Fee is payable in advance of the month of service (or on the first day of each month) unless otherwise agreed in writing.

• Payment Method

The Client authorises Ozy Digital Pty Ltd (or its authorised payment processor) to charge the Monthly Fee via the payment method selected by the Client (credit/debit card, bank account direct debit, or other method as agreed). The Client must provide full and accurate payment details and update those details promptly if they change.

• Recurring Payments

By entering into this Agreement, the Client authorises recurring automatic payments of the Monthly Fee each month until the Agreement is terminated in accordance with these Terms. The Client acknowledges that payment will be processed automatically through a third-party payment processor and that obtaining the Client’s separate approval each month is not required.

• Payment Processor and Card Surcharges

Payment will be processed via an authorised third-party payment processor. The Client acknowledges and accepts that they may incur transaction fees charged by the card issuer or bank (e.g., foreign transaction fees, currency conversion). Ozy Digital Pty Ltd will not charge a separate surcharge for card payments unless permitted by law and disclosed in writing.

• Currency & Timing

All amounts referred to are in Australian Dollars (AUD) unless otherwise stated. Payment is deemed made when the funds are captured by the payment processor or bank.

2. Failed Payments

If a payment fails (for example, due to insufficient funds, expired card, incorrect account details or processing error), Ozy Digital Pty Ltd will notify the Client. The Client must immediately provide updated valid payment details. Until payment is successfully made:

• Ozy Digital Pty Ltd may suspend or withhold services without liability for downtime;
• The Client remains liable for the Monthly Fee and any associated transaction or processing fees;
• Late payment interest or fees may apply.
• Late Payment & Interest
• If the Monthly Fee is not paid when due, Ozy Digital Pty Ltd may recover all costs (including collection costs, legal fees) incurred in obtaining payment.

3. Refunds & Adjustments

Unless expressly stated in the Service Agreement, Monthly Fees are non-refundable once the month has commenced. If the Client terminates partway through a month, Ozy Digital Pty Ltd may (at its discretion) provide a pro-rated refund or credit, but is not required to do so. OZY DIGITAL Pty Ltd will not offer any refunds at any stage during or after the completion of the project and any refunds that may be given will be at the absolute discretion of OZY DIGITAL Pty Ltd.

4. Changes to Fees or Billing Schedule

Ozy Digital Pty Ltd may review and adjust the Monthly Fee or billing schedule (including changing the payment method or billing date) by providing the Client with at least [30] days’ written notice before the change takes effect.

5. Payment Processing & Third-Party Authorisations

Third-Party Processors

The Client acknowledges that Ozy Digital Pty Ltd uses one or more third-party payment processors (the “Processor”) to facilitate automatic recurring payments. The Client authorises Ozy Digital Pty Ltd to submit the Client’s payment details to the Processor and to instruct the Processor to process payments on behalf of the Client.

6. Direct Debit Mandate / Card Authorisation

Where payment is via direct debit, the Client will complete and sign (or equivalent) a direct debit mandate authorising Ozy Digital Pty Ltd (or its Processor) to debit the Client’s nominated bank account on the agreed schedule. Where payment is via card, the Client authorises recurring charges to the nominated card until the Client cancels pursuant to these Terms.

7. Security & Compliance

The Client acknowledges that payment card and bank account details are handled by the Processor under applicable security standards, including the PCI DSS (Payment Card Industry Data Security Standard) and Australian privacy law. The Client agrees

not to hold Ozy Digital Pty Ltd liable for any failure by the Processor to maintain perfect security (except to the extent caused by Ozy Digital Pty Ltd.’s gross negligence or wilful misconduct).

8. Changes to Payment Details

The Client must notify Ozy Digital Pty Ltd immediately of any change to their payment details (card expiry date, bank account closure, change of card issuer, etc.). Ozy Digital Pty Ltd may charge a reasonable administrative fee for any failed payment resulting from the Client’s failure to update details.

9. Third-Party Fees & Charges

Any bank charges, transaction fees, chargeback fees or overseas currency conversion costs borne by the Processor or the card issuer/bank will be passed on to the Client and charged in the next invoice/recurring payment.

10. Chargebacks / Disputed Transactions

If a payment is reversed, charge-backed or refunded by the card issuer or bank, the Client remains liable for the Monthly Fee and any associated costs (including charge-back fees) incurred by Ozy Digital Pty Ltd or Processor. Ozy Digital Pty Ltd may deduct such amounts from any future payments or invoice the Client separately.

11. Termination of Payment Authorisation

The Client may cancel the payment authorisation only in accordance with the termination provisions of this Agreement (see Term & Termination clause). Cancellation of the payment method alone does not constitute termination of the services and does not relieve the Client of payment obligations until valid termination procedures are completed.

12. Term, Renewal & Termination

Term

This Agreement starts on the date the first payment is made by the client which is mentioned in the Service Agreement (“Payment Date”) and continues on a rolling monthly basis unless terminated in accordance with clause 15

13. Automatic Renewal

Unless either party gives written notice of termination at least [30] days prior to the end of the then-current month, the Agreement will automatically renew for successive monthly terms under the same terms and conditions.

14. Termination by Client

The Client may terminate this Agreement by giving written notice to Ozy Digital Pty Ltd at least [30] days before the next scheduled billing date. All outstanding payments up to the end of the notice period remain payable. After termination, Ozy Digital Pty Ltd will cease billing and terminate access to services.

15. Termination by Service Provider

Ozy Digital Pty Ltd may terminate the Agreement immediately if the Client:

fails to make payment when due;

provides false or misleading payment details;

becomes insolvent, enters into external administration or an arrangement with creditors;

breaches any material term of this Agreement and fails to rectify within [14] days of notice.

16. Effects of Termination

Upon termination:

the Client must pay all fees due up to the date of termination;

Ozy Digital Pty Ltd may suspend service access immediately;

the Client remains liable for any outstanding payment obligations;

any prepaid fees for future months (if any) will be handled in accordance with clause 4 (Refunds & Adjustments).

17. Survival

Clauses relating to payment, chargebacks, confidentiality, liability, and indemnity survive termination of this Agreement.

18. Representations, Warranties & Liability

Client Representations

The Client represents and warrants that:

They are the authorised account or card holder and have full legal capacity to enter into and perform this Agreement.

The payment method provided is valid and is not subject to any dispute, lien, or charge.

They will comply with all applicable laws and regulations in relation to payments and authorise pre-authorised recurring payments.

Service Provider Liability

Ozy Digital Pty Ltd uses reasonable skill and care in selecting and administering the payment processing arrangements, but the Client acknowledges that the use of third-party processors carries risks (e.g., downtime, processing delay, bank error). Ozy Digital Pty Ltd’s liability for payment processing is limited to re-attempting or refunding a payment at its discretion, except where Ozy Digital Pty Ltd is grossly negligent or engages in wilful misconduct.

19. Indemnity

The Client indemnifies Ozy Digital Pty Ltd against any costs, losses, liabilities or expenses (including legal fees) arising from:

incorrect payment details or failure to update payment method.

Chargebacks, reversals or disputed transactions caused by the Client’s acts.

Any breach of the payment obligations or authorisations.

Force Majeure

Ozy Digital Pty Ltd is not liable for delay or failure to perform payment processing (or associated service provision) due to causes beyond its reasonable control (such as bank/processor failure, acts of God, regulatory change).

20. Miscellaneous

Notices

Notices must be in writing and given by email or registered post to the addresses specified in the Agreement.

Variation

Ozy Digital Pty Ltd may vary these Payment Terms by giving the Client not less than [30] days’ written notice. Unless the Client gives written notice of termination within that period, the variation will be deemed accepted.

Entire Agreement

These Payment Terms, together with the Service Agreement, constitute the entire agreement between the Client and Service Provider regarding payment and supersede all prior negotiations or understandings in that regard.

21. COMPLETION:

OZY DIGITAL Pty Ltd will make all reasonable attempts to complete the project design within time frame estimates given to the Purchaser. The Purchaser is to provide OZY DIGITAL Pty Ltd with all data needed to complete Services, including but not limited to text, code, graphics, and photos. The time frame estimates only run from the time that requested data is provided by the Purchaser to OZY DIGITAL Pty Ltd. OZY DIGITAL Pty Ltd take no responsibility and cannot be held liable for any damage (including consequential loss or damage) whatsoever if time estimates are exceeded for any reason.

22. NO PARTNERSHIP:

This agreement does not create any partnership or joint venture relationship between the parties.

23. NO ASSIGNMENT:

The Purchaser may assign its rights, but not its obligations under this agreement without the consent of OZY DIGITAL Pty Ltd.

24. CANCELLATION/TERMINATION:

If the Purchaser indicates that they no longer require services of OZY DIGITAL Pty Ltd prior to the completion of the project, then the Purchaser forfeits any payment made prior to the termination of the agreement. OZY DIGITAL Pty Ltd reserves the right to obtain all further outstanding payments from the Purchaser as OZY DIGITAL Pty Ltd deems fit. If the Purchaser does not pay the outstanding amounts, the Purchaser will be held liable for breach of contract. OZY DIGITAL Pty Ltd further reserves the right to suspend or terminate services provided to the Purchaser if the Purchaser has outstanding invoices or the Purchaser fails to comply with the provision of these terms and conditions or any other policy, directive or requirement notified to the Purchaser by OZY DIGITAL Pty Ltd. Reasonable notice of seven (7) days to suspend/cancel will be given by OZY DIGITAL Pty Ltd only where possible. If the service is cancelled, the Purchaser must pay all outstanding accounts immediately.

25. SUPPORT AND MAINTENANCE:

Support is available from OZY DIGITAL Pty Ltd offices and/or its agents and contractors between the hours of 10am and 8pm AEST Monday to Friday. Further developments to the Website after its completion will be provided as complimentary support unless specified otherwise by OZY DIGITAL Pty Ltd.

26. SOURCE CODE:

Source code will remain the property of OZY DIGITAL Pty Ltd subject to the terms of the agreement, until all outstanding accounts are paid in full.

27. COPYRIGHT:

OZY DIGITAL Pty Ltd and/or its agents and contractors will take no responsibility for any copyright infringements caused by materials submitted by the Purchaser. OZY DIGITAL Pty Ltd reserves the right to refuse any material of a copyrighted nature. OZY DIGITAL Pty Ltd reserves the right to re-use technical components developed during the project and will retain intellectual property rights on each development. Upon payment of the final invoice, the Purchaser acknowledges that they receive a license to use the Intellectual property referred to in this clause. The Purchaser also acknowledges that the license does not constitute an assignment of any intellectual property rights in any proprietary software either owned or used by OZY DIGITAL Pty Ltd.

28. MARKETING:

OZY DIGITAL Pty Ltd reserves the right to brand OZY DIGITAL Pty Ltd corporate identity within product as agreed upon with purchaser. Purchaser allows OZY DIGITAL Pty Ltd to use the product in marketing efforts across agreed upon platforms on a project by project basis with purchaser. Marketing efforts to be outlined in agreement.

29. BUGS OR SYSTEM ERRORS:

OZY DIGITAL Pty Ltd will advise the Purchaser when the project has been completed. The Purchaser will have a sixty-day grace period where OZY DIGITAL Pty Ltd will address any reported system errors or bugs free of charge. After this grace period any required

Maintenance will be billed at applicable OZY DIGITAL Pty Ltd standard hourly rate.

30. SUBCONTRACTORS

Client acknowledges that OZY DIGITAL Pty Ltd may, in the rendition of the Services hereunder, engage third party suppliers, Vendor’s and Subcontractors Offshore and onshore from time to time to provide certain services. OZY DIGITAL Pty Ltd shall supervise such services and execute the project and guard against any loss to the purchaser.

31. LIABILITY AND DISCLAIMER:

All terms conditions, warranties, undertakings inducements and representations, whether express or implied, statutory or otherwise relating to the provision of services by OZY DIGITAL Pty Ltd Partners not contained in the Agreement are excluded. OZY DIGITAL Pty Ltd will not accept liability for any loss or damage (including consequential loss or damage) however caused (whether by negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly and which may be suffered by the Purchaser or any other third party with respect to the service. Where any applicable legislation implies any term, condition or warranty into the Agreement

or in respect of OZY DIGITAL Pty Ltd’s relationship with the Purchaser, or otherwise gives the Purchaser or any other party a particular remedy against OZY DIGITAL Pty Ltd and the legislation or any other legislation renders void or prohibits provisions excluding or modifying the application of, exercise of, or liability under such implied term, condition, warranty or remedy will be deemed to be included in the Agreement or as the case may require, apply to the relationship between OZY DIGITAL Pty Ltd and the Purchaser or any other party. However, OZY DIGITAL Pty Ltd’s liability for any such breach of such implied term, condition or warranty or under such remedy, will be limited, at OZY DIGITAL Pty Ltd’s option, any one or more of the ways permitted in that legislation, including, where so permitted if the breach relates to Services the supplying of those services again or the payment of the cost of having those Services supplied again.

32. ERROR:

The Purchaser acknowledges that the Website cannot be guaranteed to be 100% error free in construction and acknowledge that the existence of errors falling short of a complete failure of consideration in the site shall not constitute a reason to terminate this agreement.

OZY DIGITAL Pty Ltd will make every endeavour to ensure that the Website, scripts and programs are free from error. However, OZY DIGITAL Pty Ltd will not accept responsibility for any loss or damage (including consequential loss or damage) incurred due to Website

Malfunction, error, any design deficiency or any other component of the design, construction or completion of the project.

33. INDEMNITY:

The Purchaser acknowledges and agrees that they use the goods and services provided by OZY DIGITAL Pty Ltd at their own risk and the Purchaser agrees to indemnify, save and hold OZY DIGITAL Pty Ltd and/or its agents and contractors completely harmless for any and all demands, liabilities, costs, losses and claims, however suffered, including but not limited to legal fees incurred by OZY DIGITAL Pty Ltd Partners that may arise directly or indirectly from any service provided or agreed to be provided by OZY DIGITAL Pty Ltd to the Purchaser of any product or service offered or sold by the Purchaser to any clients or other parties. The Purchaser acknowledges that this indemnification extends to all aspects of the project including but not limited to Website content and services that may be provided under the Website. The Purchaser also agrees to defend, indemnify and hold harmless OZY DIGITAL Pty Ltd  against any liabilities arising out of an injury or loss (whether economic or otherwise) to any third party, client of the Purchaser, person or property of any person caused by the Purchasers goods or services, or caused by any good or service provided, or agreed to be provided by OZY DIGITAL Pty Ltd including but not limited to infringement of intellectual property rights, misinformation, delivery of defective products or services which are harmful to any person, business, company or organisation and in respect of any defamatory comments or materials that may be contained in the Purchasers Website.

34. Term:

This Agreement is effective on the date executed and is auto-renewal and shall continue until terminated by the Purchaser by providing a of 30 days’ notice.

35. ACCEPTABLE USE:

The services of OZY DIGITAL Pty Ltd must only be used for lawful purposes. The Purchaser cannot transmit, modify, publish, transfer, sell, create derivative works from, perform, display, or in any way exploit or distribute any material that will infringe copyright, trademark, other Intellectual property rights of others or material that is deemed obscene, threatening, abusive, hateful, defamatory, pornographic, harassing or threatening. OZY DIGITAL Pty Ltd reserves the right to suspend services in its sole discretion if it deems any activities the Purchaser is undertaking to be putting its reputation, services or other clients at risk. OZY DIGITAL Pty Ltd reserves the right to refuse to deal in any way with material which may be deemed offensive, illegal or in any way controversial and to terminate any hosting service which may or may not be provided should the necessity arise.

36. FORCE MAJEURE:

OZY DIGITAL Pty Ltd may experience events or occurrences beyond its control caused by reason of failure of hosting services provided to third parties upon which OZY DIGITAL Pty Ltd relies to provide its services, act of God, or any consequence thereof including but not limited to fire, flood, tsunami, earthquake, wind or by reason of riots, wars, invasions, acts of hostilities, civil wars, rebellion, terrorist activity, government restrictions, trade embargoes, strikes, lockouts, labour disputes, death of key employees, death or injury of OZY DIGITAL Pty Ltd Partners agents or contractors, boycotting or any other factor beyond the control of OZY DIGITAL Pty Ltd. The Purchaser agrees to release and indemnify OZY DIGITAL Pty Ltd from any claim or potential claim with respect or by reason of any of these events or occurrences and any loss or damage suffered by the Purchaser or any third party.

37. CONFIDENTIALITY:

OZY DIGITAL Pty Ltd agrees that except as directed by the Purchaser, OZY DIGITAL Pty Ltd will not any time during or after the term of its engagement disclose any confidential information belonging to the Purchaser. The Purchaser also agrees not to disclose or otherwise convey any confidential information about OZY DIGITAL Pty Ltd including but not limited to documentation provided to the Purchaser by OZY DIGITAL Pty Ltd or by using any OZY DIGITAL Pty Ltd process relating to the project.

38. SEVERABILITY:

If any provision of these terms and conditions is invalid and not enforceable in accordance with its terms, other provisions which are self- sustaining or otherwise capable of separate enforcement about the invalid provision, are and continue to be valid and enforceable in accordance with these terms.

39. WAIVER:

The failure, delay, relaxation or indulgence on the part of OZY DIGITAL Pty Ltd in exercising any power or right conferred upon OZY DIGITAL Pty Ltd by these terms and conditions does not operate as a waiver of that power or right, nor does any single exercise of power or right preclude any other or further exercise of any other power or right under these terms and conditions.

40. GOVERNING LAW:

These terms and conditions are governed by the law of the State of NSW and each party irrevocably submits to the law of that jurisdiction.

41. SERVER UPTIME AND USAGE (APPLICATION HOSTING)

Application hosting (for example by OZY DIGITAL Pty Ltd Hosting company) relies on factors which are out of OZY DIGITAL Pty Ltd’s control and accordingly OZY DIGITAL Pty Ltd does not accept responsibility for any loss or damage (including consequential loss or damage) for any losses incurred as a result of any down time or any other hosting malfunction or any kind.