If you are a Customer (defined below), these  Customer Terms govern your access and use of our Services. If you are being invited to a  tenant set up by a Customer, the User Terms of Service (the “User Terms”) govern your  access and use of the Services.  

‍

These “Customer Terms” Form a Part of a Binding  “Contract”  

These Customer Terms (or, if applicable, your written agreement with us) and any Order  Form(s) (defined below) together form a binding “Contract” between Customer and us.  “We,” “our” and “us” refers to the applicable MachShip entity in the section entitled “Which  MachShip Entity is Customer Contracting With?” below. 

‍

Your Agreement On Behalf of “Customer”  

If you purchase subscription(s), create a tenant (i.e., a digital place where a group of users  may access the Services, as further described in our Help Centre pages), invite users to that  tenant, or use or allow use of that tenant after being notified of a change to these Customer  

Terms, you acknowledge your understanding of the then-current Contract and agree to the  Contract on behalf of Customer. Please make sure you have the necessary authority to enter  into the Contract on behalf of Customer before proceeding. 

‍

Customer Choices & Instructions  

Who is “Customer”? 

“Customer” is the organisation that you represent in agreeing to the Contract. You must  provide the relevant valid, active ABN (Australian Business Number) or NZBN (New Zealand  Business Number) of Customer when signing up on behalf of Customer.  

‍

Signing Up Using a Corporate Email Domain  

If you signed up for a plan using your corporate email domain, your organisation is  Customer, and Customer can modify and re-assign roles on your tenant (including your role)  and otherwise exercise its rights under the Contract. If Customer elects to replace you as  the representative with ultimate authority for the tenant, we will provide you with notice  following such election and you agree to take any actions reasonably requested by us or  Customer to facilitate the transfer of authority to a new representative of Customer. 

‍

What This Means for Customer and for Us  For the purposes of this Contract:  

Customer Data refers to all content or information (including Personal Information)  submitted to the Services, or generated by the Customer through its use of the Services. 

Personal Information means information about an identifiable individual and any other  information that is “personal information” under applicable privacy law. 

Individuals authorised by Customer to access the Services (an “Authorised User”) may  submit content or information to the Services, such as consignments or files , or may  generate other content or information through the use of the Services, and Customer may  exclusively provide us with instructions on what to do with it. For example, Customer may  allow access or remove access to the Services, enable or disable third party integrations,  manage permissions, retention and export settings, transfer or assign tenants, share  content, or consolidate tenants with other tenants. Since these choices and instructions may  result in the access, use, disclosure, modification or deletion of certain or all Customer Data,  please review the Help Centre pages for more information about these choices and  instructions. Customer will (a) inform Authorised Users of all Customer policies and practices  that are relevant to their use of the Services and of any settings that may impact the  processing of Customer Data; (b) obtain any rights, permissions or consents from any  Authorised Users that are necessary for the lawful use of Customer Data and the operation  of the services; (c) ensure the transfer and processing of Customer Data under the Contract  is lawful; and (d) respond to and resolve any dispute with any Authorised User relating to or  based on Customer Data, the services or your failure to fulfill these obligations.

‍

Ordering Subscriptions 

A subscription allows an Authorised User to access the Services via a tenant. No matter the  role, each Authorised User must be linked to one or more tenants to be able to access the  Services. A subscription may be procured through the Services interface, or in some cases,  via an order form entered into between Customer and us (each, an “Order Form”). Please  see the Help Centre for more information on procuring subscriptions and inviting new  Authorised Users. Each Authorised User must agree to the User Terms to activate their  access to a tenant. Subscriptions commence when we make them available to Customer and  continue for the term specified in the Services “check-out” interface or in the Order Form, as  applicable. Each subscription is for a single tenant for a specified term. We sometimes enter  into other kinds of ordering arrangements, but that would need to be spelled out and  agreed to in an Order Form. During an active subscription term, adding more subscriptions  is fairly easy. Check out our Help Centre pages for additional information on setting up a  tenant and assigning roles. 

‍

Purchasing Domains  

We may share information about our future product plans because we like transparency.  Our public statements about those product plans are an expression of intent, but do not rely  on them when making a purchase. If Customer decides to buy our Services, that decision  should be based on the functionality or features we have made available today and not on  the delivery of any future functionality or features. 

‍

Choosing to be a Beta Tester  

Occasionally, we look for beta testers to help us test our new features. These features will  be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a  “Beta Product”). Beta Products may not be ready for prime time so they are made available  “as is,” and any warranties, representations, guarantees or contractual commitments (including service uptime commitments) we make for other Services do not apply. Should  Customer encounter any faults with our Beta Products, we would love to hear about them;  our primary reason for running any beta programs is to iron out issues before making a new  feature widely available. 

‍

Feedback is Welcome  

The more suggestions our customers make, the better the Services become. If Customer  sends us any feedback or suggestions regarding the Services, there is a chance we will use  it, so Customer grants us (for itself and all of its Authorised Users and other Customer  personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free  license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorised User or other Customer personnel. If we choose  not to implement the suggestion, please don’t take it personally. We appreciate it  nonetheless. 

‍

Non-MachShip Products  

Our Services include a platform that allows integration between the Services and third party  transport or shipping services or products or services of other companies (each, a “Non MachShip Product”). We also maintain a directory where Non-MachShip Products are  available for installation. THESE ARE NOT OUR PRODUCTS OR SERVICES, SO TO THE  MAXIMUM EXTENT PERMITTED BY LAW WE DO NOT WARRANT OR SUPPORT NON MACHSHIP PRODUCTS (OR MAKE ANY REPRESENTATIONS OR GUARANTEES WITH  RESPECT TO THEM), AND, ULTIMATELY, CUSTOMER (AND NOT US) WILL DECIDE  WHETHER OR NOT TO ENABLE THEM. ANY USE OF A NON-MACHSHIP PRODUCT IS SOLELY  BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER AND SUBJECT TO  THE TERMS OF THAT PROVIDER. If a Non-MachShip Product is enabled for Customer’s  tenant, please be mindful of any Customer Data that will be shared with the third party  provider and the purposes for which the provider requires access, which may be set out in  its terms or privacy notices. You hereby authorise us to share such Customer Data with the  third party provider to the extent necessary for you to use that Non-MachShip Product or for  any other purposes set out in that provider’s terms. To the maximum extent permitted by  law, we will not be responsible for any third party provider’s use, disclosure, modification or  deletion of Customer Data that is transmitted to, or accessed by, a Non MachShip Product (whether as a result of our actions or yours). Check out our Help Centre pages for more  information. 

‍

Privacy Policy  

Please review our Privacy Policy for more information on how we collect and use Personal  Information relating to the use and performance of our websites and products. 

‍

Customer & Authorised Users  

Use of the Services  

Customer must comply with the Contract and ensure that its Authorised Users comply with  the Contract and the User Terms. We may review conduct for compliance purposes, but we  have no obligation to do so. We aren’t responsible for the content of any Customer Data or  

the way Customer or its Authorised Users choose to use the Services to store or process any  Customer Data. The Services are not intended for and should not be used by anyone under  the age of 18. Customer must ensure that all Authorised Users are over 18 years old.  Customer is solely responsible for providing high speed internet service for itself and its  Authorised Users to access and use the Services.

Our Removal Rights  

If we believe that there is a violation of the Contract that can simply be remedied by  Customer’s removal of certain Customer Data or Customer’s disabling of a Non-MachShip  Product, we will, in most cases, ask Customer to take direct action rather than intervene.  However, we may directly step in and take what we determine to be appropriate action, if  Customer does not take appropriate action, or if we believe there is a credible risk of harm  to us, the Services, Authorised Users, or any third parties. 

‍

Payment Obligations  

Payment Terms  

For Customers that purchase our Services, fees are specified at the Services interface  “check-out” and in the Order Form(s) and will be invoiced to the Customer monthly. To the  maximum extent permitted by law, payment obligations are non-cancellable. For clarity, in  the event Customer downgrades any subscriptions , Customer will remain responsible for  any unpaid fees under the paid plan for the remainder of the subscription term, and Services  under the paid plan will be deemed fully performed and delivered upon expiration of the  relevant paid plan subscription term. Check out our Help Centre pages for more information  about payment options. If we agree to invoice Customer by email, full payment must be  received within fourteen (14) days from the invoice date. Fees are stated exclusive of any  taxes, levies, duties, or similar governmental assessments of any nature, including, for  example, value-added, sales, use, goods and services or withholding taxes, assessable by  any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying (and we may  invoice Customer for) all Taxes associated with its purchases, except for those taxes based  on our net income. Should any payment for the Services be subject to withholding tax by  any government, Customer will reimburse us for such withholding tax and will apply a ‘gross  up’ to any amounts invoiced by us so that we receive the total amount invoiced, regardless  of any amounts Customer is required to withhold.  

‍

Credits  

Any credits that may accrue to Customer’s account (for example, from a promotion), excluding any credits that have been refunded to you, will expire following expiration or  termination of the applicable Contract, will have no currency or exchange value, and will not  be transferable or refundable. For more information on credits, please see the Help Centre.

‍

Suspension for Non-Payment  

If any fees owed to us by Customer (excluding amounts disputed reasonably and in good  faith) are fourteen (14) days or more overdue, we may, without limiting our other rights and  remedies, suspend access to the Services until those amounts are paid in full, so long as we  have given Customer ten (10) or more days’ prior notice that its account is overdue and full  payment has not been made by the end of that ten day period. Notwithstanding the second  paragraph of the “Our Responsibilities Providing the Services” section below, Customer  acknowledges and agrees that a downgrade will result in a decrease in certain features and  functionality and potential loss of access to Customer Data, as illustrated by comparing the  plans in the Pricing Guide. 

‍

Our Responsibilities Providing the Services  

We will (a) make the Services available to Customer and its Authorised Users as described in  the Contract; and (b) not use or process Customer Data for any purpose without Customer’s  prior written instructions; provided, however, that “prior written instructions” will be deemed  to include use of the Services by Authorised Users (including use of Non-MachShip Products  

in accordance with the “Non-MachShip Products” section above) and any processing related  to such use or otherwise necessary for the performance of the Contract. We may also use or  process Personal Information comprised in Customer Data in accordance with our Privacy  Policy. Be assured that (a) the Services will perform materially in accordance with our then current Help Centre pages; and (b) subject to the “Non-MachShip Products” and  “Suspension for Non-Payment” sections, we will not materially decrease the functionality of  a Service during a subscription term. For any breach of an obligation in this section,  Customer’s exclusive remedies are those described in the sections titled “Termination for  Cause” and “Effect of Termination”.  

‍

Keeping the Services Available  

As further described in our Help Centre pages, for some of our Services, we also offer  specific uptime commitments paired with credits, if we fall short. In those cases, the credits  will be Customer’s sole remedy for the downtime and related inconvenience. For all Service  plans, we will use commercially reasonable efforts to make the Services available 24 hours a  day, 7 days a week, excluding planned downtime. We expect planned downtime to be  infrequent but will endeavour to provide Customer with advance notice (e.g., through the  Services), if we think it may exceed five (5) continuous minutes.  

‍

Protecting Customer Data  

The protection of Customer Data is a top priority for us so we will maintain administrative,  physical, and technical safeguards at a level not materially less protective than as described in our Security Practices page. Those safeguards will include measures for preventing  unauthorised access, use, modification, deletion and disclosure of Customer Data by our  personnel. Before sharing Customer Data with any of our third party service providers, we  will ensure that the third party maintains, at a minimum, reasonable data practices for  maintaining the confidentiality and security of Customer Data and preventing unauthorised  access. To the maximum extent permitted by law, Customer (not us) bears sole  responsibility for adequate security, protection and backup of Customer Data when in  Customer’s or its representatives’ or agents’ possession or control. We are not responsible  for what Customer’s Authorised Users or Non-MachShip Products do with Customer Data.  That is Customer’s responsibility. 

‍

The MachShip Extended Family  

We may leverage our employees, those of our corporate affiliates and third party  contractors (the “MachShip Extended Family”) in exercising our rights and performing our  obligations under the Contract. We will be responsible for the MachShip Extended Family’s  compliance with our obligations under the Contract 

‍

Ownership and Proprietary Rights What’s Yours is  Yours…  

As between us on the one hand, and Customer and any Authorised Users on the other,  Customer will own all Customer Data. Subject to the terms and conditions of the Contract,  Customer (for itself and all of its Authorised Users) grants us and the MachShip Extended  Family a worldwide, non-exclusive, limited term license to access, use, process, copy,  distribute, perform, export and display Customer Data, and any Non-MachShip Products  created by or for Customer, only as reasonably necessary (a) to provide, maintain and  update the Services; (b) to prevent or address service, security, support or technical issues;  (c) as required by law or as permitted by the Data Request Policy; and (d) as expressly  permitted in writing by Customer. Customer represents and warrants that it has secured all  rights in and to Customer Data from its Authorised Users and any third parties as may be  necessary to grant this license.  

‍

And What’s Ours is Ours  

We own and will continue to own our Services, including all related intellectual property  rights. We may make software components available, via app stores or other channels, as  part of the Services. We grant to Customer a non-sublicensable, non-transferable,  nonexclusive, limited license for Customer and its Authorised Users to use the object code  version of these components for the Contract Term, but solely as necessary to use the  Services and in accordance with the Contract and the User Terms. All of our rights not  expressly granted by this license are hereby retained.

‍

Term and Termination  

Contract Term  

A subscription automatically renews monthly until terminated as described in the auto renewal section below. The Contract remains effective until all subscriptions ordered under  the Contract have expired or been terminated or the Contract itself terminates. Termination  of the Contract will terminate all subscriptions and all Order Forms.  

Auto-Renewal  

Unless an Order Form says something different, (a) all subscriptions automatically renew  (without the need to go through the Services-interface “check-out” or execute a renewal  Order Form) for additional periods equal to one (1) month; and (b) the per-unit pricing  during any automatic renewal term will remain the same as it was during the immediately  prior term. Either party can give the other notice of non-renewal at least thirty (30) days  before the end of a subscription term to stop the subscriptions from automatically renewing. 

Termination for Cause  

We or Customer may terminate the Contract on notice to the other party if the other party  materially breaches the Contract and such breach is not cured within thirty (30) days after  the non-breaching party provides notice of the breach. Customer is responsible for its  Authorised Users, including for any breaches of this Contract caused by its Authorised Users.  We may terminate the Contract or any individual Order Form or subscription immediately on  notice to Customer if we reasonably believe that the Services are being used by Customer or  its Authorised Users in violation of the User Terms, Acceptable Use Policy or applicable law.  Without limiting those termination rights, we may also suspend Customer’s or any of its  Authorised Users’ access to the Services in such circumstances, immediately on notice to  Customer and/or the affected user. 

Effect of Termination  

Upon any termination for cause by Customer, we will refund Customer any prepaid fees  covering the remainder of the term of all subscriptions after the effective date of  termination. Upon any termination for cause by us, Customer will pay any unpaid fees  covering the remainder of the term of those subscriptions after the effective date of  termination. In no event will any termination relieve Customer of the obligation to pay any  fees payable to us for the period prior to the effective date of termination. 

Data Portability and Deletion  

We are custodians of Customer Data. During the term of a tenant’s subscriptions, Customer  will be permitted to export or share certain Customer Data from the Services; provided,  however, that because we have different products with varying features and Customer has  different retention options, Customer acknowledges and agrees that the ability to export or  share Customer Data may be limited or unavailable depending on the type of Services plan  in effect and the data retention, sharing or invite settings enabled. Following termination or  expiration of a tenant’s subscriptions, subject to relevant laws, we will have no obligation to  maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete  all Customer Data in our systems or otherwise in our possession or under our control. Please  review our Security Practices page for more information on how Customer itself can initiate  deletion. 

Warranties and Liability  

Customer warrants to us that: (a) to the best of its knowledge and belief, all information  supplied by Customer is true and correct; (b) Customer has made all necessary enquiries  and is satisfied regarding the suitability of MachShip for Customer’s purposes; (c) Customer  and Customer’s Authorised Users will not use MachShip in breach of any law or any person’s  rights (including intellectual property rights); (d) in the case of an individual, you are over  18 years of age; (e) in the case of an individual entering into these Terms on behalf of a  partnership, an association, an organisation or an agency or department, you are authorised  to enter into these Terms in that capacity; and (f) Customer and Customer’s Authorised  Users will use MachShip only for the purposes stated in these Terms, and in the product  description for MachShip. Customer must indemnify MachShip and our related bodies  corporate (the “Indemnified Parties”) from any claim, loss, injury, damage, fine, penalty,  liability (and any costs or expenses associated with any of the foregoing) whatsoever  suffered or incurred by an Indemnified Party arising from or in connection with: (a)  MachShip’s use of any information provided by or on behalf of Customer or Customer’s  Authorised Users, provided such use is in accordance with the Contract; (b) the use of  MachShip by Customer, or Customer’s Authorised Users other than in compliance with the  Contract, User Terms or Acceptable Use Policy; (c) any breach of a person’s rights  (including, but not limited to, defamation, intellectual property and privacy rights) in respect  of the use of MachShip by Customer or Customer’s Authorised Users, where such use is  other than in compliance with the Contract, User Terms or Acceptable Use Policy; and (d)  any other breach of these Terms by Customer or Customer’s Authorised Users. This  indemnity will not apply to the extent the relevant loss was caused by the Indemnified  Party. All terms which might otherwise be implied into these Terms, are excluded. We do  not warrant that MachShip or any service will be uninterrupted or error-free, or that any  content are accurate, complete, reliable, current, or error-free. 

To the extent permitted by law, and without limiting any rights or remedies Customer or an  Authorised User may be entitled to under the New Zealand Consumer Guarantees Act 1993 and the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer  Act 2010 (Cth) (“Australian Consumer Law”) that cannot be lawfully limited or excluded,  Customer agrees that our maximum aggregate liability in relation to any claim, loss or  damage, whether arising under or in relation to these Terms, any tortious act or omission (including negligence) or under common law or statute, is excluded and (if it cannot be  excluded) is otherwise limited to the amount that Customer has actually paid us in the  twelve months prior to the event giving rise to the claim. Subject to sub-sections 259(4) and  267(4) of the Australian Consumer Law, and without limiting any non-excludable rights or  remedies under the Australian Consumer Law and Consumer Guarantees Act 1993 (if  applicable), in no event will we be liable to Customer or to any other person for any indirect,  special, incidental, consequential, punitive or other like loss or damage whatsoever, loss of  profit or loss of data, whether or not such person was advised of the possibility of such loss  or damage, in relation to these Terms. Nothing in MachShip constitutes advice of any type.  Information contained on MachShip is provided on an “as is” basis. We are not required to  provide such advice or information under these Terms, and Customer shall make Customer’s  own enquiries as to the appropriateness and correctness of such. Subject to these Terms,  we shall not be responsible for loss or damage occasioned by Customer in reliance thereof.  We disclaim, to the maximum extent permitted by law, all responsibility and liability arising  directly or indirectly from any use of content contained or referred to in MachShip, including  any errors, omissions or harmful components. We do not warrant that MachShip will be  compatible with any hardware and software which Customer or Customer’s Authorised Users  may use. Customer acknowledges and agrees: (a) MachShip is intended to facilitate the  creation, management and booking of consignments, however: (i) we and our related  bodies corporate are independent of freight providers and do not provide freight services;  and (ii) neither us nor our related bodies corporate are involved in the consignment of  goods; (b) Customer, Customer’s Authorised Users and the freight provider(s) chosen by  Customer or Customer’s Authorised Users are solely responsible for: (i) the consignment  (including choosing, classifying, verifying, labelling, documenting, packing, loading, storing,  transporting, unloading, receipt and transfer) of all goods, including Dangerous Goods; (ii)  ensuring that they comply with all Dangerous Goods Laws; (c) Customer and Customer’s  Authorised Users must not use any Product in relation to the transportation of any good or  substance described as “goods too dangerous to be transported” (or similar description)  under Dangerous Goods Laws; (d) Customer and Customer’s Authorised Users must fully  indemnify and defend us and our related bodies corporate and their respective officers,  employees, contractors and agents (collectively the “Indemnified Parties”) from any claim,  loss, injury, damage, fine, penalty, liability, costs or expenses whatsoever suffered or  incurred by the Indemnified Parties arising from or in connection with: (i) a failure to strictly  comply with this clause; (ii) all acts and omissions of Customer, Customer’s Authorised Users  and Customer’s freight providers in relation to the consignment (including choosing,  classifying, verifying, labelling, documenting, packing, loading, storing, transporting,  unloading, receipt and transfer) of all goods, including Dangerous Goods; or (iii) Dangerous  Goods Laws. 

For the purposes of this Contract:  

Dangerous Goods includes dangerous goods as that term is defined in the Australian  Dangerous Goods Code (Australia) and Dangerous Goods 2005 Rules (New Zealand).  

Dangerous Goods Laws means the rules, regulations and legislation relating to the  transport of Dangerous Goods which includes but is not limited to the Australian Dangerous  Goods Code (Australia) and Dangerous Goods 2005 Rules (New Zealand). 

‍

Confidentiality  

Confidential Information  

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party  (“Receiving Party”) in connection with the Contract, which is anything that reasonably  should be understood to be confidential given the nature of the information and the  circumstances of disclosure including all Order Forms, as well as non-public business,  product, technology and marketing information. Confidential Information of Customer  includes Customer Data. If something is labelled “Confidential,” that’s a clear indicator to the  Receiving Party that the material is confidential. Notwithstanding the above, Confidential  Information does not include information that (a) is or becomes generally available to the  public without breach of any obligation owed to the Disclosing Party; (b) was known to the  Receiving Party prior to its disclosure by the Disclosing Party without breach of any  obligation owed to the Disclosing Party; (c) is received from a third party without breach of  any obligation owed to the Disclosing Party; or (d) was independently developed by the  Receiving Party. 

Protection and Use of Confidential Information  

The Receiving Party will: (a) take at least reasonable measures to prevent the unauthorised  disclosure or use of Confidential Information, and limit access to those employees, affiliates  and contractors who need to know such information in connection with the Contract; and  (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose  outside the scope of this Contract without the prior written consent of the Disclosing Party.  Nothing above will prevent either party from sharing Confidential Information with financial  and legal advisors; provided, however, that the advisors are bound to confidentiality  obligations at least as restrictive as those in the Contract. 

Compelled Access or Disclosure  

The Receiving Party may access or disclose Confidential Information of the Disclosing Party  if it is required by law; provided, however, that the Receiving Party gives the Disclosing  Party prior notice of the compelled access or disclosure (to the extent legally permitted) and  reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest  the access or disclosure. Without limiting the foregoing, please review the Data Request  Policy for details on how requests may be made for the disclosure of Customer Data and  how we will handle those requests. If the Receiving Party is compelled by law to access or  disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse  the Receiving Party for its reasonable cost of compiling and providing access to such  Confidential Information as well as the reasonable cost for any support provided in  connection with the Disclosing Party seeking a protective order or confidential treatment for  the Confidential Information to be produced.

Survival 

The sections titled “Feedback is Welcome,” “Non-MachShip Products,” “Our Removal  Rights,” “A Condition of Use,” “Payment Terms,” “Credits,” “The MachShip Extended Family,”  “What’s Yours is Yours…,” “And What’s Ours is Ours,” “Effect of Termination,” “Data Portability and Deletion,” “Warranties and Liability,” “Confidentiality” and “Survival,” as well  as all of the provisions under the general heading “General Provisions,” will survive any  termination or expiration of the Contract. 

‍

General Provisions  

Publicity  

Customer grants us the right to use Customer’s company name and logo as a reference for  marketing or promotional purposes on our website and in other public or private  communications with our existing or potential customers, subject to Customer’s standard  trademark usage guidelines as provided to us from time-to-time. We don’t want to list  customers who don’t want to be listed, so Customer may send us an email to  support@machship.com stating that it does not wish to be used as a reference. 

Force Majeure  

Neither us nor Customer will be liable by reason of any failure or delay in the performance  of its obligations on account of events beyond the reasonable control of a party, which may  include denial-of-service attacks, a failure by a third party hosting provider or utility  provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental  action. 

Relationship of the Parties;  

No Third Party Beneficiaries The parties are independent contractors. The Contract does not  create a partnership, franchise, joint venture, agency, fiduciary or employment relationship  between the parties. There are no third party beneficiaries to the Contract. 

Email and MachShip Messages  

Except as otherwise set forth herein, all notices under the Contract will be by email,  although we may instead choose to provide notice to Customer through the Services (e.g., a  MachShip notification). Notices to MachShip will be sent to support@machship.com, except  for legal notices, such as notices of termination or an indemnifiable claim, which must be  sent to legal@machship.com. Notices will be deemed to have been duly given (a) the day  after it is sent, in the case of notices through email; and (b) the same day, in the case of  notices through the Services.

Modifications  

As our business evolves, we may change these Customer Terms and the other components  of the Contract (except any Order Forms). If we make a material change to the Contract, we  will provide Customer with reasonable notice prior to the change taking effect, either by  emailing the email address associated with Customer’s account or by messaging Customer  through the Services. Customer can review the most current version of the Customer Terms  at any time by visiting this page and by visiting the most current versions of the other pages  that are referenced in the Contract. The materially revised Contract will become effective on  the date set forth in our notice, and all other changes will become effective upon posting of  the change. If Customer (or any Authorised User) accesses or uses the Services after the  effective date, that use will constitute Customer’s acceptance of any revised terms and  conditions.  

Waiver  

No failure or delay by either party in exercising any right under the Contract will constitute a  waiver of that right. No waiver under the Contract will be effective unless made in writing  and signed by an authorised representative of the party being deemed to have granted the  waiver.  

Severability  

The Contract will be enforced to the fullest extent permitted under applicable law. If any  provision of the Contract is held by a court of competent jurisdiction to be contrary to law,  the provision will be modified by the court and interpreted so as best to accomplish the  objectives of the original provision to the fullest extent permitted by law, and the remaining  provisions of the Contract will remain in effect. 

Assignment  

Except with respect to the MachShip Extended Family, neither party may assign or delegate  any of its rights or obligations hereunder, whether by operation of law or otherwise, without  the prior written consent of the other party (not to be unreasonably withheld).  Notwithstanding the foregoing, either party may assign the Contract in its entirety (including  all Order Forms), without consent of the other party, to a corporate affiliate or in connection  with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its  assets. Customer will keep its billing and contact information current at all times by notifying  MachShip promptly of any changes. Any purported assignment in violation of this section is  void. A party’s sole remedy for any purported assignment by the other party in breach of  this section will be, at the non-assigning party’s election, termination of the Contract upon  written notice to the assigning party. In the event of such a termination by Customer, we  will refund Customer any prepaid fees covering the remainder of the term of all  subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted  assigns.  

Which MachShip Entity is Customer Contracting With?  

All references to ‘MachShip,’ ‘we,’ or ‘us’ under the Contract, what law will apply in any  dispute or lawsuit arising out of or in connection with the Contract, and which courts have  jurisdiction over any such dispute or lawsuit, are listed. 

Customer’s use of the Services is subject to the applicable governing law as stated above, and Customer submits to the jurisdiction of the applicable courts as stated above. . 

‍

Entire Agreement  

The Contract, including these Customer Terms, User Terms and all referenced pages and  Order Forms, if applicable, constitutes the entire agreement between the parties and  supersedes all prior and contemporaneous agreements, proposals or representations,  written or oral, concerning its subject matter. Without limiting the foregoing, the Contract  supersedes the terms of any online agreement electronically accepted by Customer or any  Authorised Users. However, to the extent of any conflict or inconsistency between the  provisions in these Customer Terms and any other documents or pages referenced in these  Customer Terms, the following order of precedence will apply: (1) the terms of any Order  Form (if any), (2) the Customer Terms and (3) finally any other documents or pages  referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or  conditions stated in a Customer purchase order, vendor onboarding process or web portal,  or any other Customer order documentation (excluding Order Forms) will be incorporated  into or form any part of the Contract, and all such terms or conditions will be null and void. 

‍

Contacting MachShip  

Please also feel free to contact us if you have any questions about MachShip’s Customer  Terms of Service. You may contact us at support@machship.com or at our mailing address  below:  

MachShip 

c/- MachShip Australia PTY LTD 115 Cremorne Street, Cremorne, VIC 3121 Australia

These terms were last updated on 7th August 2025