GOTI PTY LTD TERMS AND CONDITIONS

1. AGREEMENT

1.1. These Terms and Conditions, together with our Privacy Policy, apply to your use of the Software owned and operated by Goti Pty Ltd (ACN 662 026 762) (“we”, “us” or “our”).

1.2. By using the Software, you agree and acknowledge that you have read these Terms and Conditions. You are deemed to have agreed to, and accepted, these Terms and Conditions on behalf of any entity for whom you use the Software, whether as an Authorised User or otherwise.

1.3. We reserve the right to amend these Terms and Conditions at any time. Any amendments will be effective immediately upon posting on ou website. Your continued use of the Software after any amendments constitutes acceptance of those amendments.

2. DEFINITIONS AND INTERPRETATION

2.1. In these Terms and Conditions, the following expressions have the following meanings, unless otherwise stated:

• “Authorised User” means those of your employees, agents and contractors who are authorised by you to use the Software, and subscribe to use the Software via the Site;

• “Business Day” means a day other than a weekend or public or bank holiday in Victoria, Australia;

• “Commencement Date” means the date that you register to use the Software;

• “Customer Data” has the meaning in clause 7.4;

• “Developed IP” is defined in clause 6.2;

• “Fees” means the pricing set out to you in your User Form, which may be updated or amended by us from time-to-time;

• “Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;

• “Payment Service Provider” means any third-party payment service provider that we engage to facilitate payments in connection with the Software;

• “Privacy Laws” means the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and any other applicable privacy or data protection laws;

• “Provider IP” is defined in clause 6.1;

• “Related Bodies Corporate” has the meaning given in the Corporations Act 2001 (Cth);

• “Site” means gotiapp.io or any other site operated by us;

• “Software” means the software we provide under these Terms and Conditions, that provides a secure invoice communication and processing platform to assist financial teams mitigate the risk of fraud and improve lines of communication between vendors, and which includes any associated software, technology, code and all Intellectual Property Rights contained therein, as located on the Site;

• “User”, “you” or “your” means the person or entity that has registered to use the Software, an Authorised User, or any other person or entity accessing or using the Software;

• “User Form” means the customised document provided to a User detailing the services and Fees.

3. USE OF THE SOFTWARE

3.1. Subject to these Terms and Conditions, we grant you a non-exclusive, non-transferable, revocable licence to use the Software for your internal business purposes during the term of this agreement.

3.2. You will not, and will ensure that your Authorised Users do not:

• (a) modify the Software or merge any aspect of the Software with another programme other than as expressly provided under these Terms and Conditions;

• (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;

• (c) copy, reproduce, distribute, republish, download, display, post or transmit any part of the Software in any form or by any means;

• (d) license, sell, rent, lease, transfer, assign or otherwise commercially exploit the Software;

• (e) use the Software for any unlawful purpose or in any way that interrupts, damages, impairs or renders the Software less efficient;

• (f) access, store, distribute or transmit any viruses, or any material during the course of your use of the Software that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

• (g) facilitate or assist a third party to do any of the above.

  3.3. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account. You agree to accept responsibility for all activities that occur under your account or password

4. COMPLIANCE AND OBOARDING

4.1. Your use of the Software is conditional upon your compliance with all applicable laws, regulations, and our compliance requirements (” Compliance Requirements ”).

4.2. We reserve the right to conduct compliance checks and request information from you to satisfy ourselves of your compliance with the Compliance Requirements. You agree to:

• (a) cooperate fully with anu such checks

• (b) provide all information and documentation we reasonably request to conduct compliance checks and complete our onboarding procedures;

• (c) ensure all information provided is accurate, complete, and up-to-date; and

• (d) promptly update us of any changes that may affect your compliance status.

  4.3. We reserve the right to refuse, suspend, or terminate access to the Software if:

• (a) you fail to provide the requested information as part of our compliance and onboarding processes;

• (b) you fail to satisfactorily complete to our compliance and onboarding processes;

• (c) we have reasonable concerns about your compliance with Compliance Requirem- ents; or

• (d) we are required to do so by law or a regulatory authority.

5. YOUR OBLIGATIONS

5.1. You will:

• (a) provide us with all necessary co-operation in relation to these Terms and Conditions and access to such information as we may reasonably require in order to provide the Software;

• (b) comply with all applicable laws and regulations with respect to your activities under these Terms and Conditions;

• (c) carry out all your responsibilities set out in these Terms and Conditions in a timely and efficient manner;

• (d) ensure that the Authorised Users use the Software in accordance with these Terms and Conditions and you shall be responsible for any Authorised User’s breach of these Terms and Conditions;

• (e) obtain and maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under these Terms and Conditions, including without limitation the Software;

• (f) ensure that your network and systems comply with the relevant specifications provided by us from time to time;

• (g) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

5. FEES AND PAYMENT

5.1. You will pay us the Fees for the Software in accordance with this clause 5 and as specified in the User Form.

5.2. We will invoice you for the Fees as set out in the User Form. You must pay all invoiced amounts within 14 days of the invoice date.

5.3. All amounts and fees stated or referred to in these Terms and Conditions are exclusive of GST, which shall be added to our invoice(s) at the appropriate rate.

5.4. If you fail to make any payment due to us under these Terms and Conditions by the due date for payment, then, without limiting our other rights and remedies:

• (a) you shall pay interest on the overdue amount at the rate of 4% per annum above the Reserve Bank of Australia’s cash rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount; and

• (b) we may suspend your access to all or part of the Software until payment has been made in full.

  5.5. Payment processing services for the Software may be provided by a Payment Service Provider and are subject to the Payment Service Provider’s terms and conditions. By using the Payment Service Provider to process payments, you agree to be bound by the Payment Service Provider’s terms and conditions, which may be modified by the Payment Service Provider from time to time. As a condition of us enabling payment processing services through the Payment Service Provider, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the payment processing services with the Payment Service Provider.

6. Direct Debit Service Request (DDRS) and Direct Debit Request Service Agreement (DDRSA)

6.1. By agreeing to these terms and conditions, you also agree to the Direct Debit Request Service (DDRS) and the Direct Debit Request Service Agreement (DDRSA). This constitutes your consent to the terms, responsibilities, and obligations outlined in those agreements.

7. INTELLECTUAL PROPERTY

7.1. All rights, title or interest in and to the Software and any information or technology that may be provided to, or accessed by, you in connection

with your use of the Software is owned, and will remain owned, by us or our licensors (” Provider IP ”). Using the Software does not transfer any ownership or rights, title or interest in and to the Provider IP.

7.2. All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Software will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the ” Developed IP ”).

7.3. You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Software and/or the Provider IP

7.4. We confirm that we have all the rights in relation to the Software that are necessary to grant all the rights we purport to grant under, and in accordance with, these Terms and Conditions.

8. CUSTOMER DATA

8.1. You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

8.2. We shall follow our archiving procedures for Customer Data as set out in our Back-Up Policy available upon request. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us in accordance with the archiving procedure described in our Back-Up Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

8.3. We shall, in providing the Software, comply with our Privacy Policy relating to the privacy and security of the Customer Data available upon request, as such document may be amended from time to time by us in our sole discretion.

8.4. If we process any personal data on your behalf when performing our obligations under these Terms and Conditions, you agree that:

• (a) you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms and Conditions on your behalf;

• (b) you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

• (c) we shall process the personal data only in accordance with these Terms and Conditions and any lawful instructions reasonably given by you from time to time; and

• (d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

8. THIRD PARTY PROVIDERS

8.1. You acknowledge that the Software may enable or assist you to access the website content of, correspond with, and make payments for goods and services from, third parties via third-party websites and that you do so solely at your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Software.

9. WARRANTIES

9.1. We warrant that:

• (a) we have the right to grant the licence to use the Software as contemplated by these Terms and Conditions;

• (b) the Software will, when properly used, perform substantially in accordance with

the functions described in these Terms and Conditions;

• (c) we will perform our obligations under these Terms and Conditions with reasonable care and skill.

  9.2. The warranty in clause 9.1 is subject to you using the Software in accordance with our operating instructions and the terms of these Terms and Conditions.

  9.3. You warrant and represent that:

• (a) you have the legal capacity to enter into these Terms and Conditions;

• (b) you have obtained and will maintain all necessary licences, consents, and permissions necessary for us to perform our obligations under these Terms and Conditions;

• (c) you will ensure that your Authorised Users use the Software in accordance with these Terms and Conditions and that you are responsible for any Authorised User’s breach of these Terms and Conditions;

• (d) you are not relying on any statement, representation or promise made by us or on our behalf that is not expressly set out in these Terms and Conditions.

10. LIMITATION OF LIABILITY

10.1. Nothing in these Terms and Conditions excludes our liability:

• (a) for death or personal injury caused by our negligence; or

• (b) for fraud or fraudulent misrepresentation.

  10.2. Subject to clause 10.1:

• (a) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, Fees or expenses however arising under these Terms and Conditions; and

• (b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or

otherwise, arising in connection with the performance or contemplated performance of these Terms and Conditions shall be limited to the total Fees paid for the Software during the 12 months immediately preceding the date on which the claim arose.

11. TERM, SUSPENSION AND TERMINATION

11.1. These Terms and Conditions shall commence on the Commencement Date and shall continue unless terminated in accordance with this clause 11.

11.2. We may suspend your access to the Software immediately if:

• (a) you breach any provision of these Terms and Conditions;

• (b) we have reasonable grounds to suspect fraudulent or illegal activity;

• (c) for scheduled or emergency maintenance (for which access will be restored upon completion);

• (d) we are required to do so by law or a regulatory authority;

• (e) if we have concerns about the legality or propriety of any transactions associated with your use of the Software; or

• (f) we have reasonable concerns about your compliance with Compliance Requirem- ents.

  11.3. Without affecting any other right or remedy available to it, we may terminate these Terms and Conditions and your access to the Software:

• (g) by providing you with thirty (30) days’ written notice without cause; or

• (h) Immediately, if you breach these Terms and Conditions and fail to remedy the breach within fourteen (14) days of receiving notice.

  11.4. Without affecting any other right or remedy available to it, either party may terminate these Terms and Conditions with immediate effect by giving written notice to the other party if:

• (a) the other party fails to pay any amount due under these Terms and Conditions on the due date for payment and remains in

default not less than 14 days after being notified in writing to make such payment;

• (b) the other party commits a material breach of any other term of these Terms and Conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

• (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 95A of the Corporations Act 2001 (Cth);

• (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;

• (e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

• (f) the holder of a security over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

• (g) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

• (h) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

• (i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(c) to clause 11.2(h) (inclusive).

  11.5. On termination of these Terms and Conditions for any reason:

• (a) you will be liable to pay us for Fees which will be prorated to the date of effective termination;

• (b) all licences granted under these Terms and Conditions shall immediately terminate and you shall immediately cease all use of the Software;

• (c) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;

• (d) we may destroy or otherwise dispose of any of the Customer Data in our possession unless we receive, no later than ten days after the effective date of the termination of these Terms and Conditions, a written request for the delivery to you of the then most recent back-up of the Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of our receipt of such a written request, provided that you have, at that time, paid all fees and Fees outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data; and

• (e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

12. FORCE MAJEURE

Neither party shall be in breach of these Terms and Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Terms and Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 months, the party not affected may terminate these Terms and Conditions by giving 14 days’ written notice to the affected party.

13. ASSIGNMENT

You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms and Conditions.

14. CONFIDENTIALITY

14.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.

14.2. Each party may disclose the other party’s confidential information:

• (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms and Conditions. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 14; and

• (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

  14.3. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under these Terms and Conditions.

15. NOTICES

15.1. Any notice or other communication given to a party under or in connection with these Terms and Conditions shall be in writing and shall be:

• (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

• (b) sent by email to the address specified in the User Form.

  15.2. Any notice or communication shall be deemed to have been received:

• (a) if delivered by hand, on signature of a delivery receipt;

• (b) if sent by pre-paid first-class post or other next working day delivery service, at 9. am on the second Business Day after posting or at the time recorded by the delivery service; or

• (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 15.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

17. GOVERNING LAW AND JURISDICTION

These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non- contractual disputes or claims) shall be governed by and construed in accordance with the laws of Victoria, Australia. Each party irrevocably agrees that the courts of Victoria, Australia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation (including non- contractual disputes or claims).

18. ENTIRE AGREEMENT

18.1. These Terms and Conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18.2. Each party acknowledges that in entering into these Terms and Conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions.

18.3. Nothing in this clause shall limit or exclude any liability for fraud.

19. VARIATION

No variation of these Terms and Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. SEVERANCE

If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.

21. WAIVER

A waiver of any right or remedy under these Terms and Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms and Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.

By using the Software, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

Last updated: August 29, 2025