1. Introduction

1.1 This Agreement, together with the Order Form, forms the complete contract (Contract) between Ferry Hawk Pty Ltd (ACN 656 469 386) (FerryHawk, we, us, our) and the Customer (Customer, you, your).

1.2 By signing the Order Form or accessing the Platform, you agree to this Agreement (which constitutes the entire agreement and supersedes all previous agreements and understandings relating to our supply of the Platform as specified in the Contract to you).

1.3 You agree that you have not relied on any statement, representation, assurance or warranty that is not explicitly set out in the terms of the Contract.

2. Definitions

2.1 Defined terms used in this Agreement have the meanings given in the Order Form and throughout this document.

2.2 Under the Contract (being these Ferryhawk Terms & Conditions, the SAAS Terms and the relevant Order Form):

a) "Administration User" means a User who is employed or contracted with the Customer, who is trained to use the Platform and has the relevant permissions to access and use the administrative "backend" area of the Platform that we give the Customer access to.

b) “Contract” means the Order Form prepared by us and accepted by you binding the parties for the supply of the Platform (and includes these Terms & Conditions, Privacy Policy and the Order Form).

c) “Contract Term” means the contract term set out in the Order Form. However if not expressly stated there, the contract term will be 36 months commencing on the earlier of implementation or use of the Platform.

d) "Deployment” or Deploy means the first implementation of the Customer’s iteration of the Platform available to the public.

e) "Platform" means the booking and ticketing "software-as-a-service" software application supplied by Ferryhawk. A reference to the Platform is also a reference to the software in it.

f) "Order Form" means the order form that is prepared and sent by us to the Customer for approval, which is issued subject to these Terms & Conditions.

g) "Operating Procedures" means the operating procedures for the Platform including:

i. the relevant training package/s;

ii. the Customer's standard operating procedures; and

iii. the resources contained on the Knowledgebase.

h) “Permitted Use” means the stated intended use of the Platform as described in the Order Form, the Product Guide and Operating Procedures.

i) "Portal" means Ferryhawk's online portal with which Customers can access their accounts and view information provided by us, which may be accessed through www.ferryhawk.com.au/knowledgebase or any other webpage we specify from time to time.

j) "Product Guide" means the Ferryhawk Knowledgebase site which includes descriptions about the Platform contained here; www.ferryhawk.com.au/knowledgebase.

k) "Renewal Term" has the meaning given in clause 4.

l) "Retail User" means a client or consumer of the Customer's services who accesses or uses the Platform to book transport with the Customer.

m) “Services” means the services to be supplied by Ferryhawk that are expressly set out in the Order Form which may include but are not limited to: Deployment Services, Support Services, additional training and support, documentation, migration of data, customer success meetings and similar.

n) "SOW" means statement of work.

o) "User" means a staff member who uses the Platform and may include an Administrative User, Staff Users or Manager User (depending on the context).

p) “Terms and Conditions” means these Software Licence Terms and Conditions as updated from time to time.

3. Scope of Supply

3.1 We provide:

a) Access to our proprietary Platform as a hosted SAAS system;

b) Services as outlined in your Order Form (e.g. deployment, training, support);

c) Ongoing updates, enhancements, and improvements to the Platform.

3.2 You will not receive access to source code or physical copies of the Platform.

3.3 The Platform may rely on third-party hosting and data services.

4. Contract Term and Renewal

4.1 The Contract will continue for the Contract Term.

4.2 Unless terminated earlier pursuant to an express provision of the Contract, in the 30-day period prior to the expiration of the then-current Contract Term, the Contract will automatically renew for a 12 month term (Renewal Term).

4.3 Licence Fees for the Renewal Term will increase annually in line with the higher of 3%, or the Consumer Price Index for Queensland, Australia, unless otherwise agreed in writing.

4.4 On expiry of the Contract Term, the Customer's and Users' use and access to the Ferryhawk Platform will expire.

5. Price and Payment

5.1 The prices for the Ferryhawk Platform and Services are set out in the Order Form and, unless stated otherwise in the Order Form:

a) the pricing in our Order Form valid for 60 days from the date of issue;

b) all prices, fees and costs are in the currency stated in the Order Form and exclude taxes, duties and excises.

5.2 You are liable for the fees and costs set out in the accepted Order Form.

5.3 Unless we expressly provide otherwise in the Order Form, we will issue an invoice for your Contract prior to or on date of first delivery of the Platform or any Services to you and, where we charge:

a) for Services, we will invoice you prior to the supply of the relevant Services; and

b) for the Platform, we will invoice you at the start of each month for the month ahead.

5.4 Payment of the total invoiced amount is due and payable within 7 days after the date of the invoice. Payment must be in full by way of electronic funds transfer to our bank account as set out in the invoice and be net of any transfer or bank fees.

5.5 If you have not made any payment on time and payment remains outstanding, we may immediately suspend or cancel the Contract or the delivery of (or access to) the Platform or Services under the Contract, without refund to you.

5.6 If payment of any money you owe us is overdue, it may incur interest daily at the Default Interest Rate of 2% above Corporate Overdraft Reference Rate.

6. Deployment

6.1 Following the execution of the Contract, we will Deploy the Platform as provided for in the Order Form.

6.2 The Customer agrees to provide all reasonable assistance and information to Ferryhawk for the purposes of the Deployment.

6.3 Ferryhawk will manage and oversee all technical aspects of Deployment, including environment setup, account configuration, and go-live readiness. Acceptance testing will be conducted by Ferryhawk to ensure the Platform is ready for use before the agreed Deployment date.

6.4 It is the Customer’s responsibility to conduct functional testing of the Platform prior to Deployment to confirm that it meets the agreed configuration and operational requirements. The Customer must review the system configuration, perform end-to-end testing of core functionality, and raise any issues with Ferryhawk. Deployment will not proceed until the Customer has provided written sign-off confirming acceptance of the configuration and readiness.

7. Hypercare Period

7.1 Following Deployment and Go Live, Ferryhawk will provide a Hypercare Period lasting 14 days (or such other period as specified in the Order Form), during which enhanced support will be provided to assist the Customer in the transition to full operational use of the Platform.

7.2 During the Hypercare Period:

a) FerryHawk’s development team will actively monitor the Customer’s Platform usage and implement code-level adjustments, bug fixes, or configuration changes to resolve issues or improve system performance;

b) Minor functionality refinements and operational tweaks directly related to the initial deployment may be implemented without a separate customisation agreement or additional fees; and

c) Ferryhawk will maintain close contact with the Customer’s team to ensure a smooth transition, including participation in daily or weekly check-ins as reasonably required.

7.3 Any requests for changes that go beyond transitional support or minor refinements—such as substantial new features or workflow changes—will be considered customisation and subject to a separate order form in accordance with clause 14.

8. Platform Access and Use

8.1 You must make sure that all Users have access to these Terms and Conditions, agree to them, and follow them.

8.2 Only trained Administration Users may access the administrative features.

8.3 The Platform must only be used for the Permitted Use described in the Order Form.

9. Customer Responsibilities:

9.1 You must:

a) Ensure the Platform is only used by properly trained Administration Users in accordance with our instructions;

b) Notify us if there is any failure of the Platform, and allow us full and free access for the purposes of diagnosing and/or repairing the issue.

c) Ensure data entered into the Platform is current and accurate;

d) Maintain suitable internet and hardware systems;

e) Prevent unauthorised access to your accounts;

f) Regularly update passwords and restrict access to authorised users.

9.2 Use of the Platform does not remove your responsibility for:

a) Navigational or maritime decisions;

b) Health, safety, and operational protocols.

10. Training Services

10.1 The Order Form will set out Services in addition to supplying the Platform.

10.2 All Services supplied are supplied subject to the terms and conditions of the Contract.

10.3 We include 2 hours of remote refresher training every 6 months, and monthly customer success meetings as part of the Ferryhawk Platform service. Where additional training is requested by the Customer, we will provide a quote and an agreed scope of service for such additional services.

11. Support Services

11.1 FerryHawk will provide support for the Platform in accordance with the response time commitments contained in the Order Form.

11.2 A Critical Issue is a system-wide outage or fault preventing the Customer from processing payments or using the Platform in a live operational setting.

11.3 A Non-Critical Issue includes all other issues including general functionality, user queries, minor bugs, display problems etc.

11.4 Support is provided via the following channels:

a) Chatbot: www.ferryhawk.com.au

b) Email: [email protected]

11.5 Ferryhawk may update its support procedures and channels from time to time by notice to the Customer or via the Platform or Knowledgebase.

12. Hosting and Connectivity

12.1 We host the Platform using third-party services.

12.2 The Customer acknowledges that its usage of the Hosting Services and its access and use of the Platform may be constrained by us or the Hosting Provider from time to time (for instance, we will do it to reflect similar constraints imposed on us by the Hosting Provider, or to ensure the proper performance of the Platform for all its customers and users). Such constraints may include, without limitation, Ferryhawk specifying from time to time:

a) a maximum number of transactions the Customer may process through the Platform;

b) a maximum number of concurrent users;

c) a maximum amount of data which the Customer may upload or download from the Platform; and/or

d) a maximum amount of Client Data which the Client may store in the Ferryhawk Platform and Hosting Services.

12.3 The Customer acknowledges and agrees that:

a) Ferryhawk has no control over the Hosting Provider’s performance of the Hosting Services; and

b) we will not be held liable or responsible for any failure in the Hosting Services and/or any lost Customer Data which results from:

i. the Hosting Provider failing to provide, or properly provide, the Hosting Services; and/or

ii. any other act, omission, or negligence of the Hosting Provider.

12.4 Notwithstanding clause 12.3, we will use our best endeavours to remedy the situation to restore services to the Customer.

12.5 Internet Access to the Platform depends on your network and internet setup.

12.6 We are not responsible for downtime caused by third-party networks or connectivity.

13. Product Updates and Enhancements

13.1 The Customer will have access to the latest version of the Platform. Apart from the Customer Data, which is unique to the Customer, the Customer will access the same version of the Platform (including any updates which we make to the Platform from time to time), which is generally provided by Ferryhawk to its other customers.

13.2 We may provide updates to the Platform at any time in our sole discretion. We will provide the Customer with 24 hours advance notice of any updates which it intends to apply to the Platform. You are required to accept updates to ensure compatibility.

13.3 The Platform may change over time, however, we will not materially decrease its overall functionality. It is your responsibility to ensure other software applications that you intend to use with the Platform are compatible with it.

13.4 Certain aspects of the Platform may be sourced from third party suppliers, and you agree to comply with the terms and conditions of each third-party suppliers. Where we do not make or develop the relevant software, we may be required to automatically update the software on behalf of the applicable supplier, and you will update accordingly.

14. Customisation

14.1 The Customer acknowledges and agrees that any requests for additional functionality for or modifications to the Ferryhawk Platform (other than for error correction), may only be made as a customisation subject to a separate order form.

14.2 Where the Customer’s requested functionality aligns with FerryHawk’s existing product roadmap or planned Platform development, it will be delivered as part of the Customer’s licence at no additional cost. All Customers will continue to benefit from ongoing platform improvements and updates as part of their licence.

15. Licence to the Platform

15.1 The Customer may only access and use the Platform via a web browser. The Customer will not be provided with a copy of the Platform at any stage and has no right to reproduce or copy the Platform. For the avoidance of doubt, the Customer will not be entitled to any source code for the Platform.

15.2 At no time do we transfer any title or interest in our Platform, or any software or materials in such to you.

15.3 The Customer and each User must provide their own devices, computer hardware and computer software to use and access the Platform.

16. Customer Usage

16.1 The Customer must ensure that each person and individual who is a User and who uses the Ferryhawk Platform does so:

a) with due care and skill;

b) strictly for the Permitted Use; and

c) in accordance with the Product Guide, the Operating Procedures, the instructions and training we provide.

16.2 The Ferryhawk Platform is dependent on:

a) the accuracy, reliability, currency and completeness of the information and data that the Customer and the Users input into it; and

b) how the Customer makes the Platform available to its Users (including the availability of the Customer's website and access to networks).

16.3 The Customer acknowledges and agrees that:

a) the User is responsible for the accuracy, reliability, currency and completeness of any User inputs, and that the accuracy, completeness, appropriateness or reliability of the outputs may be affected by the provision of inaccurate or incomplete User inputs; and

b) the accuracy, completeness, appropriateness or reliability of output from our Platform may be affected by inaccurate, incomplete, inappropriate, out-of-date or unreliable data obtained from a third party, or obtained from data sensors owned or operated by or on behalf of the Customer or User.

c) we have neither investigated or verified the accuracy and soundness of the inputs nor is it our responsibility to do so;

d) to the extent permitted by law, and other than as expressly provided for in the Contract, all other express conditions and all implied conditions, warranties or liabilities (including liability as to negligence) regarding the condition, accuracy, suitability, or quality of the Platform are excluded.

17. Administrative Users

17.1 The Customer may permit their employees and third-party agents who provide services to the Customer to be Administration Users only if those individuals have completed administrative training provided by Ferryhawk. The Customer remains responsible at all times for their Users' use of the Ferryhawk Platform and their account by those persons, and will indemnify Ferryhawk against all loss, cost, expense, or damage caused by the use of the Ferryhawk Platform or their account by such employees or third-party agents, and their failure to comply with the terms of the Contract.

17.2 You must notify us in writing, as soon as practicable, if you decide to appoint any individuals to become additional Administration Users. Within a reasonable time of receiving a request for training services, we will commence training with due care and skill the additional Administration Users in accordance with the Product Guide. Only individuals who have successfully completed this training may be granted administrative access.

18. Personal Privacy and Data

18.1 This clause 18 applies to personal information belonging to the Customer (and its Users) and personal information provided by the Customers (and its Users).

18.2 You own the data you input into the Platform.

18.3 Each party will comply with all applicable privacy laws and data protection laws in relation to the storage, use and transfer of personal information which the party obtains in the course of providing or using the Platform.

18.4 Subject to the terms of this clause 18, if the Customer or a User transmits personal information to Ferryhawk, we will access, store, transmit and use that personal information:

a) to the extent necessary to provide the Platform to the Customer;

b) with, and with the support of, the Hosting Provider; and

c) in accordance with:

i. the relevant Privacy laws; and

ii. our privacy policy in place from time to time.

18.5 The Customer confirms that it has obtained all necessary consents and permissions to share personal information with Ferryhawk and our hosting provider, and for us to use that information as described in this contract. If we follow an instruction from the Customer or an Administration User about how to use or not use personal information, the Customer agrees to indemnify us for any loss, cost, or claim that arises from doing so.

19. Intellectual Property

19.1 We (or our licensors) own all rights to the Ferryhawk Platform.

19.2 You may not copy, reverse-engineer, resell, sublicense, or adapt our software.

20. Restrictions and Misuse

20.1 You must not:

a) Use the Platform illegally or contrary to operating procedures;

b) Input malicious code or grant access to bots or malware;

c) Overload the system with excessive use.

21. Disclaimer – Use of the Platform and Responsibility for Transport

21.1 The Ferryhawk Platform is a tool for ticketing and booking only. It does not replace good judgment, proper navigation, or standard maritime practices. It does not guarantee safety or accuracy, and cannot track every interaction, condition, or event. You are responsible for your own vessels, vehicles, goods, passengers, and operations—including navigational decisions and safety procedures.

21.2 We do not provide or take responsibility for transport or carrier services. All bookings made through the Platform are between you and your end users, and are subject to your own terms and conditions. We are not involved in customer service, delays, cancellations, or disputes related to transport services.

21.3 If users, passengers, or clients experience any issue with transport services, their legal rights are against you, not Ferryhawk.

21.4 You agree to indemnify us for any loss, claim, or cost that arises from your users' use (or inability to use) the Platform, or from any misconduct by you or your administrators.

21.5 Our liability for any booking is limited to the fees you paid us for that booking, and we are not liable for any transport failure, delay, or issue beyond the Platform itself.

22. Termination and Suspension

22.1 The Platform, and any other Services we supply, may only be accessed and used by the Customer and its Users:

a) whilst all fees and costs owing to us are up-to-date;

b) for the Permitted Use and for the Contract Term described in the Order Form;

c) in accordance with the Product Guide and Operating Procedures; and

d) subject to these Terms & Conditions and Privacy Policy.

22.2 We don’t accept returns or cancellations unless the Platform or Service is seriously faulty due to our error, and we can’t fix it. We won’t refund just because you found a cheaper option, changed your mind, or misused the product. To request a return for a major fault, you must do so within 30 days of first use — and only after we’ve had 30 days to try to fix it.

22.3 If the Platform or Service is seriously faulty due to our error (and not caused by your misuse), and it makes the system unusable, we’ll refund you for the unusable period if we can’t fix it within 30 days. We won’t refund or fix anything if the fault is due to misuse, not following our terms or guides, or bad data you’ve entered.

22.4 We may suspend or terminate access if:

a) You breach the Contract or fail to pay;

b) You cause harm or overuse the system.

22.5 Suspension will last only as long as needed and won't come with a refund or credit. If we need to end the contract, we’ll give you 7 days’ written notice and a chance to fix the issue (if possible). Termination in these cases also won’t include a refund or credit.

22.6 If your actions or inaction lead to the contract ending, we may keep enough of your payment to cover any real losses or costs we face — including third-party charges.

23. FerryHawk Warranties

23.1 Unless we’ve clearly promised otherwise in these Terms and Conditions, the Platform and Services are provided “as is.” We don’t make any extra promises or guarantees beyond what the law requires.

23.2 You use the Platform at your own risk. We don’t guarantee it will meet your needs, work with your systems, run without issues, or be error-free.

23.3 We warrant that:

a) We have the right to supply and licence the Platform.

b) The Platform does not infringe anyone else’s rights.

c) The Platform substantially conforms to its documentation.

23.4 Other warranties, including fitness for purpose, are excluded to the extent permitted by law.

23.5 You acknowledge that certain parts of the Platform may be sourced from third-party suppliers, and you agree to comply with the terms and conditions of each third-party supplier (where required).

23.6 We’re not responsible for defects or damage if:

a) You didn’t use the Platform as instructed or outside the allowed uses.

b) The issue was caused by bad data, network issues, or environmental factors.

c) The Platform was changed, damaged, or misused by anyone.

24. Liability and Indemnity

24.1 To the extent permitted by law:

a) We are not liable for indirect, special, or consequential damages;

b) Our maximum liability is the fees paid by you in the 12 months prior to the claim.

24.2 You indemnify us (directors, officers, agents and employees) for losses arising from your misuse, breaches, or customer claims.

25. Confidentiality

25.1 Both parties agree to keep each other’s confidential information safe and secure and to only use it for fulfilling the Contract.

26. Miscellaneous

26.1 The law of Queensland, Australia applies.

26.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26.3 You may not assign this agreement without our written consent.

26.4 If any clause is unenforceable, the rest still applies.