CENTRIC PROCESS AUTOMATION

TERMS AND CONDITIONS OF ENGAGEMENT

Centric Process Automation Pty Ltd (ABN 93 619 481 784)

Last updated: 01 July 2026

These Terms and Conditions of Engagement (Terms) set out the basis on which Centric Process Automation Pty Ltd (Centric, we, our) supplies Services to a client (Client, you, your). By instructing Centric to commence Services, accepting a Proposal/SOW, issuing a purchase order, or otherwise engaging Centric, the Client agrees to be bound by these Terms.

These Terms may only be superseded by specific written agreement signed by an authorised signatory of Centric, or by specific reference to clauses in Centric’s Proposal/Statement of Work (or equivalent).

The Terms are made available online at: https://centricpa.com/centric-ts-and-cs/ and form the basis of the contract between us unless otherwise varied in writing.

• order of precedence
  • If there is any inconsistency, the following order of precedence applies (highest to lowest):
    • any Special Conditions expressly agreed by Centric in writing for the engagement;
    • the Key Details (including any proposal, quotation, statement of work, scope document, variation agreement, or similar engagement document);
    • these Terms.
  • Any terms in a purchase order, procurement portal, vendor onboarding process, head contractor terms, or other Client document are excluded and do not apply unless Centric expressly agrees in writing.
• term and continued application
  • TERM

The Agreement commences on the earlier of:

• the Start Date (if stated in the Key Details); or
• the date Centric confirms acceptance in writing; or
• the date Centric commences performance of the Services,

and continues until the Services are completed or the Agreement is terminated in accordance with clause 16 (Term).

• Extensions and continued Services

The parties may extend the engagement by mutual agreement, including by conduct. If Centric supplies Services after the Term expires and no replacement agreement exists, these Terms continue to apply to those Services.

• the services
  • Services
    • Centric provides professional automation and control systems integration services (including engineering, consulting, design, software configuration, testing, commissioning, support, training and related deliverables) as described in the Key Details (Services).
    • The Client acknowledges that Centric’s personnel provide advisory, configuration and integration services only. Except where expressly agreed in writing, Centric does not operate, control or supervise the Client’s plant, equipment or processes, does not assume responsibility for overall plant operations or production outcomes, and any software configuration or commissioning activities are performed at the Client’s direction and subject to the Client’s operational safeguards. Client personnel remain in control of the plant and processes at all times while Centric personnel are performing the Services.
  • Scope limited to Key Details

Centric’s obligations are limited to the Services expressly described in the Key Details. Any assumptions, exclusions, dependencies and responsibilities stated in the Key Details form part of the Agreement.

• No service levels unless stated

Any service levels, response times, performance guarantees, penalties, service credits or liquidated damages apply only if expressly set out in the Key Details and signed/approved by Centric.

• time-based services

Where Services are provided on a time-based basis (including engineering days, weeks, commissioning or call-out services), the Services are provided on a reasonable endeavours basis for the agreed time period only. Centric does not guarantee that any particular outcome, result or production performance will be achieved within that period.

• formation of contract
  • Proposal and acceptance

Any proposal, estimate or quotation issued by Centric is an invitation to treat and is not binding. A binding contract is formed when:

• the Client accepts the Key Details (including by issuing a purchase order or written acceptance); and
• Centric confirms acceptance in writing or commences the Services.

• Reliance and suitability
  • The Client is responsible for satisfying itself as to the suitability of the Services for its purposes, including by reviewing any assumptions and exclusions.
  • The Client acknowledges that pricing is based on information, requirements and assumptions provided by the Client, and Centric is not responsible for inaccuracies or omissions in that information.
• client obligations
  • Information and cooperation

The Client must provide all information, documentation, approvals and assistance reasonably required for Centric to perform the Services. The Client warrants that any information it provides is accurate, complete and not misleading.

• Access

The Client must provide Centric with reasonable access to:

• its premises, systems, networks, and plant interfaces;
• relevant personnel (including operators, engineers and decision makers); and
• any third-party accounts or environments used by the Client (including credentials),
  as reasonably required for the Services.

• Compliance with laws

The Client must ensure it does not, by receiving or requesting the Services:

• breach any applicable laws (including safety and privacy laws); or
• infringe the intellectual property rights or confidentiality obligations owed to third parties.

• Safety and stop-work

The Client must provide a safe working environment. Centric may refuse to attend site, suspend work, or direct its personnel to stop work where Centric reasonably considers there is an unsafe environment, non-compliant safety procedures, or unacceptable risk.

• Client responsibility for operations and decisions

Unless expressly agreed in the Key Details, the Client remains responsible for:

• overall plant operations, product quality, yields and production outcomes;
• supervision and approvals for operational changes;
• validating recommendations/configurations in the Client’s environment; and
• maintaining operational safeguards (including backup/rollback plans and change control).

• fees, invoicing and PAYMENT
  • Fees and payment

The Client must pay the Fees in the amounts and by the due dates specified in the Key Details or invoice.

• pricing structure

Unless otherwise stated in the Key Details:

• development, design and off-site work is provided on a fixed-price basis;
• onsite commissioning, testing, troubleshooting and call-out services are charged on a time and materials basis at Centric’s applicable hourly rates; and
• where the Client requests emergency, after-hours or 24/7 support, such services are provided on a time and materials basis at Centric’s applicable call-out rates.

• deposits

Where a deposit is specified in the Key Details (including a percentage of the total Fees), the Client must pay the deposit before Centric is required to commence the Services. Deposits are applied against the Fees and are non-refundable to the maximum extent permitted by law.

• rate adjustments
  • Centric’s hourly rates and call-out rates may be reviewed and adjusted from time to time to reflect increases in labour costs, market conditions, inflation, or changes in Centric’s cost of providing the Services.
  • Centric will provide the Client with reasonable written notice of any rate adjustment. Adjusted rates apply to Services performed after the effective date of the notice.
• Non-refundable payments

To the maximum extent permitted by law, Fees (including deposits and milestone payments) are non-refundable once paid.

• GST

Fees are exclusive of GST unless stated otherwise. The Client must pay any applicable GST subject to Centric issuing a valid tax invoice.

• payment method
  • Unless otherwise agreed in writing, payments must be made by electronic funds transfer to the bank account nominated by Centric.
  • The Client is responsible for all bank transfer fees, intermediary bank fees, foreign exchange costs, and any other transaction charges associated with payment. Payments must be made free and clear of any deduction or withholding except as required by law.

• Expenses and third-party costs

Unless expressly included in the Fees, the Client must reimburse Centric for reasonable expenses incurred in providing the Services (including travel and accommodation) and any third-party costs incurred with the Client’s approval.

• Late payment

If the Client fails to pay any amount when due, Centric may:

• charge interest on overdue amounts at the maximum rate permitted by law;
• suspend performance of the Services (in whole or in part);
• withhold deliverables until payment is received; and/or
• recover reasonable debt collection and enforcement costs (including legal costs on a solicitor/own client basis where permitted).

• Suspension does not relieve payment obligations

If Centric suspends Services for non-payment, the Client remains liable for all Fees incurred and any demobilisation/remobilisation costs.

• variations and change in scope
  • Variations

Any change to scope, deliverables, assumptions, timeframes, resources, access requirements, site conditions, or Client instructions is a Variation.

• Variation approval

Centric is not required to perform a Variation unless:

• Centric agrees in writing; and
• any additional fees and time impacts are agreed (or incorporated into a revised purchase order accepted by Centric).

• Change in scope fee

The Client must pay a change in scope fee (being Centric’s additional fees reasonably determined for the Variation), including for additional engineering, project management, testing, documentation, or rework.

• Schedule adjustments

Centric may extend or modify schedules and deadlines as reasonably required due to Variations, Client delays, or matters beyond Centric’s control.

• delivery, testing and acceptance
  • Delivery

Deliverables will be delivered in the manner and format specified in the Key Details. Timeframes are estimates unless expressly stated as fixed and agreed by Centric.

• Testing and commissioning

Where testing or commissioning is included, the parties will cooperate in good faith to facilitate those activities. The Client must provide access and timely decisions required to complete testing/commissioning.

• Acceptance

Unless otherwise stated in the Key Details:

deliverables are deemed accepted on the earlier of (i) the Client using the deliverables in production, (ii) the Client providing written acceptance, or (iii) 10 Business Days after delivery; and

if the Client identifies non-conformance within that period, the Client must provide sufficient detail to enable Centric to assess and (where applicable) rectify.

• THIRD PARTIES, PLATFORMS AND SUBCONTRACTING
  • Third-party terms

If Centric uses third-party software, platforms, equipment, services, or vendors as part of providing the Services, those third-party terms may apply. The Client agrees to comply with those third-party terms to the extent required. Centric is not liable for failures caused by third parties outside Centric’s control.

• Subcontracting

Centric may subcontract any part of the Services. Where subcontracting involves onsite works or third-party contractors directly engaged by Centric, Centric will notify the Client in advance and outline the relevant scope. Centric remains responsible for the performance of its subcontractors in accordance with this Agreement.

• Client systems

Unless expressly agreed otherwise, the Client is responsible for:

• the performance, availability and security of Client systems and networks;
• licensing and compliance for Client-provided software and environments; and
• ensuring Centric is granted necessary permissions and access.

• confidentiality
  • Confidentiality

Each party must keep Confidential Information confidential and must not disclose it except:

• with the other party’s written consent;
• as required by law; or
• to its personnel and professional advisers on a need-to-know basis, provided they are bound by confidentiality obligations.

• Permitted use

Each party may use the other party’s Confidential Information only for performing or receiving the Services and exercising rights under the Agreement.

• Breach

A party must promptly notify the other if it becomes aware of any suspected or actual breach of confidentiality and take reasonable steps to mitigate and prevent further breach.

• Return/destruction

On request or on termination, each party must return or destroy the other party’s Confidential Information (except to the extent required to be retained by law).

• privacy and data security
  • Privacy compliance

Each party must comply with all applicable privacy and data protection laws in connection with this Agreement, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles, to the extent applicable to that party.

• Personal information

To the extent that Centric collects, uses, discloses or stores personal information in connection with the Services, Centric will do so in accordance with applicable privacy laws and Centric’s privacy policy as updated from time to time and made available on Centric’s website.

• Client data and systems
  • The Client retains ownership of all data, information and content provided to Centric by or on behalf of the Client in connection with the Services (Client Data).
  • Except as required to perform the Services or comply with law, Centric will not use or disclose Client Data without the Client’s consent.
  • The Client warrants that it has all rights, authorities and consents necessary to provide Client Data to Centric for the purposes of the Services.
• Data security
  • Centric will implement and maintain reasonable administrative, technical and organisational measures designed to protect Client Data and personal information in its control against unauthorised access, use, disclosure, loss or misuse, having regard to the nature of the Services and the information involved.
  • The Client acknowledges that no data transmission, system or network can be guaranteed to be completely secure. To the maximum extent permitted by law, Centric does not warrant that its systems or the Services will be free from security vulnerabilities, unauthorised access or cyber incidents.
• Client responsibilities

The Client is responsible for:

• the security, integrity and backup of its own systems, networks and data;
• implementing appropriate access controls, cybersecurity measures and change-control processes; and
• ensuring that any Client Data provided to Centric does not contain malicious code or compromise Centric’s systems.

• Return or deletion of data

On termination or expiry of this Agreement, and subject to any legal retention obligations, Centric will, on the Client’s written request, take reasonable steps to return or delete Client Data in its possession or control.

• Limitation

Nothing in this clause expands Centric’s obligations, or limits Centric’s rights or liability, beyond those expressly set out in this Agreement or required by law.

• intellectual property
  • Existing Material

Each party retains ownership of its Existing Material. The Client grants Centric a non-exclusive, royalty-free licence to use the Client’s Existing Material as reasonably required to perform the Services.

• New Material ownership (default)

Unless the Key Details expressly state otherwise, all Intellectual Property Rights in New Material created by Centric (or on Centric’s behalf) in connection with the Services vests in Centric on creation.

• Licence to Client

Subject to payment in full, Centric grants the Client a non-exclusive, non-transferable licence to use the deliverables solely for the Client’s internal business purposes and solely to obtain the benefit of the Services.

• Restrictions

The Client must not copy, reproduce, publish, sublicense, sell, reverse engineer or commercially exploit Centric’s intellectual property except as permitted under clause 12.3 or with Centric’s written consent.

• Client warranty and indemnity

The Client warrants that materials, specifications or instructions provided by the Client do not infringe third-party rights. The Client indemnifies Centric against all losses, damages, claims, liabilities, costs and expenses (including legal costs) arising from any allegation that Centric’s use of Client-provided materials infringes third-party rights.

• Attribution

Unless the Key Details state otherwise, Centric may describe the Services in proposals, capability statements and portfolios (without disclosing Client Confidential Information).

• WARRANTIES AND AUSTRALIAN CONSUMER LAW
  • ACL

Nothing in the Agreement excludes, restricts or modifies any consumer guarantee or right that cannot be excluded under the Australian Consumer Law (ACL).

• Services warranty

Centric warrants that it will provide the Services with due care and skill.

• Exclusions to the maximum extent permitted

To the maximum extent permitted by law, and except as expressly stated in the Key Details:

• all other warranties, representations and conditions are excluded; and
• Centric does not warrant that the Services will be error-free, uninterrupted, or achieve any particular production outcome, yield, throughput, or commercial result.

• Statutory remedy limitation (where permitted)

To the extent permitted by law, if Centric is liable for breach of a non-excludable guarantee relating to Services, Centric’s liability is limited (at Centric’s option) to:

• supplying the Services again; or
• paying the cost of having the Services supplied again.

• LIABILITY, RISK ALLOCATION AND EXCLUSIONS
  • acl and non-excludable rights

Nothing in this Agreement excludes, restricts or modifies any right or remedy that cannot be excluded under the Australian Consumer Law or any other applicable law.

• no assumption of operational or property risk
  • The Client acknowledges that Centric provides professional services only and does not assume responsibility for the operation, supervision or control of the Client’s plant, equipment, systems or processes.
  • For the avoidance of doubt, Centric does not assume custody, possession or control of the Client’s plant, equipment, materials or product merely by attending site, accessing systems or performing the Services.
• excluded categories of loss

To the maximum extent permitted by law, Centric is not liable, whether in contract, tort (including negligence), statute or otherwise, for any loss or damage arising out of or in connection with the Services, including:

• loss of production, loss of product, spoilage, contamination, wastage or loss of yield;
• loss of profit, revenue, business, contracts, goodwill or anticipated savings;
• loss of data, loss of use of data or systems, or costs of data reconstruction;
• business interruption, downtime, shutdown, restart or delay costs; and
• any incidental, indirect, special or consequential loss or damage,

whether or not such loss is characterised as direct, indirect or consequential at law, and whether foreseeable or not.

• property damage and loss of product
  • To the maximum extent permitted by law, Centric is not liable for any loss of or damage to property (including plant, equipment, raw materials, work in progress, finished goods or other tangible property), or any loss of product, arising out of or in connection with the Services.
  • Clause 14.4(a) does not apply only to the extent that the Client proves that the relevant loss or damage was directly caused by Centric’s proven negligence (Direct Negligence).
  • For the avoidance of doubt, Direct Negligence does not include loss or damage caused or contributed to by:
    • the Client’s acts or omissions or those of its personnel;
    • third-party systems, contractors, vendors or platforms;
    • the Client’s operating environment, plant condition, cybersecurity incidents or network issues;
    • the Client’s failure to implement safeguards, recommendations, approvals or change-control processes; or
    • unauthorised changes, interference, misuse or modification of any deliverables.
  • Liability cap

To the maximum extent permitted by law, either party’s total aggregate liability arising in connection with the Agreement is limited to the lower of:

• the total Fees paid (or payable) under the relevant Key Details; or
• the Fees paid to Centric in the three (3) months preceding the event giving rise to the claim.

• proportionate responsibility

If any liability of Centric cannot be excluded, that liability is reduced to the extent that the Client, the Client’s personnel, or any third party caused or contributed to the loss or damage, including (without limitation) in relation to claims for loss of or damage to property or product.

• no liquidated damages or penalties

Centric does not accept liability for liquidated damages, penalties, service credits or similar amounts unless expressly agreed in writing in the Key Details and signed by an authorised representative of Centric.

• Third-party and Client environment limitation

Centric is not liable to the extent loss is caused or contributed to by:

• third-party software, hardware, platforms, equipment or services outside Centric’s control;
• the Client’s systems, networks, plant, data integrity or cybersecurity environment;
• inaccurate, incomplete or late information or approvals provided by the Client; or
• unsafe working conditions or failure by the Client to comply with applicable safety requirements.

• indemnity carve-out

The liability cap in clause 14.5 does not apply to the Client’s liability arising from:

• the Client’s breach of its intellectual property warranty or indemnity obligations;
• the Client’s breach of confidentiality; or
• the Client’s wilful misconduct or fraud.

• Statutory remedy limitation

To the extent permitted by law, if Centric is liable for breach of a non-excludable statutory guarantee in relation to the Services, Centric’s liability is limited (at Centric’s option) to:

• supplying the Services again; or
• paying the cost of having the Services supplied again.

• insurance
  • Centric will, during the Term, maintain with reputable insurers insurance that Centric reasonably considers appropriate for the Services, including professional indemnity insurance and public and products liability insurance (to the extent applicable).
  • The Client must, during the Term, maintain insurance appropriate to its business and operations, including public liability insurance and insurance for plant, property, product and business interruption.
  • Each party’s insurance is maintained for its own benefit only. The existence of insurance does not limit, extend or otherwise affect either party’s rights or liabilities under the Agreement.
• TERMINATION
  • Termination for convenience
    • Either party may terminate this Agreement for convenience by giving written notice. Termination takes effect 10 Business Days after the notice is sent (End Date).
    • On termination for convenience:
    • Centric may invoice the Client for:
      • Fees for Services performed up to the End Date (including preparatory or partially completed work);
      • pre-approved third-party costs incurred up to the End Date; and
      • where termination is initiated by the Client, any genuine pre-estimated losses specified in the Key Details; and

the Client must pay those amounts on the End Date or within 10 Business Days thereafter.

• Subject to payment in full, Centric will provide any completed deliverables for which the Client has paid.

• Termination for breach
  • If a party reasonably considers the other party has breached this Agreement, it may give written notice specifying the breach. The breaching party has 10 Business Days to remedy the breach (or such longer period specified).
  • If the breach is not remedied, the notifying party may terminate the Agreement with immediate effect by written notice.
• Immediate termination by Centric

Centric may terminate this Agreement immediately by written notice if the Client:

• fails to pay an undisputed amount within 10 Business Days of notice;
• creates or permits an unsafe working environment and fails to promptly remedy it;
• becomes insolvent or subject to an external administration; or
• engages in fraud, wilful misconduct, or a material breach not capable of remedy.

• Consequences of termination

On termination or expiry:

• all outstanding amounts become immediately due and payable;
• each party must return or destroy the other party’s Confidential Information and property on request;
• each party must cease use of materials it no longer owns or is licensed to use; and
• clauses intended to survive termination (including IP, confidentiality, warranties, liability, payment and dispute resolution) continue in force.

• FORCE MAJEURE
  • A ‘Force Majeure Event’ means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any:
    • act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
    • strike or other industrial action; 
    • war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
    • decision of a government authority in relation to COVID-19, or other epidemic or pandemic,

to the extent the occurrence affects the Affected Party’s ability to perform the obligation.

• If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
  • reasonable details of the Force Majeure Event; and
  • so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
• Subject to compliance with clause 17(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.
• The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performing the relevant obligation.

• DISPUTE RESOLUTION
  • If a dispute arises, the parties must first attempt to resolve it in good faith through day-to-day management discussions.
  • If unresolved, either party may refer the dispute to mediation. Mediation will be conducted in Victoria through a reputable mediation body agreed by the parties (or, failing agreement, appointed by the President of the Law Institute of Victoria). Costs are shared equally.
  • Nothing prevents a party from seeking urgent injunctive relief.
• NOTICES

Notices must be sent by email to the addresses stated in the Key Details (or, if none, the address most commonly used between the parties for the engagement). A notice is deemed received 24 hours after sending unless the sender receives a delivery failure notice or has reason to believe it was not delivered.

• GENERAL
  • GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

• WAIVER

No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

• SEVERANCE

Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.

• JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

• ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party.

• COSTS

Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.

• ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.

• INTERPRETATION
  • (singular and plural) words in the singular includes the plural (and vice versa);
  • (currency) a reference to $, or “dollar”, is to Australian currency;
  • (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
  • (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
  • (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
  • (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
  • (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
  • (headings) headings and words in bold type are for convenience only and do not affect interpretation;
  • (includes) the word “includes” and similar words in any form is not a word of limitation; and
  • (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.
• definitions

In these Terms, unless the context otherwise requires:

ACL means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Affected Party has the meaning given in the Force Majeure clause.

Agreement means the contract between Centric and the Client comprised of:

• these Terms;
• the Key Details;
• any Proposal, Quotation, Statement of Work or similar document accepted by the Client;
• any accepted purchase order; and
• any agreed Variation.

Business Day means a day on which banks are open for general business in New South Wales, excluding weekends and public holidays.

Client means the entity engaging Centric to provide the Services.

Confidential Information means information that is confidential by nature or designated as confidential, including technical, commercial, pricing, operational and business information, but excluding information that becomes public other than by breach.

Direct Negligence means a negligent act or omission of Centric that directly causes loss or damage, excluding any loss caused or contributed to by the Client, third parties, the Client’s operating environment, or unauthorised changes.

Existing Material means any Material, Intellectual Property Rights, information, data, software, tools, methodologies, templates, processes, documentation or other works, in any form, that:

• is owned or controlled by a party prior to the commencement of the Agreement; or
• is developed independently of the Services,

and includes any modifications, enhancements or derivatives of that material, but excludes New Material.

Fees means the fees payable by the Client for the Services as set out in the Key Details or invoice.

Force Majeure Event has the meaning given in the Force Majeure clause.

Intellectual Property Rights means all present and future rights in copyright, patents, designs, trade marks, trade secrets, confidential information and other intellectual property rights.

Key Details means the engagement-specific details set out in the table titled “Key Details” and any Proposal, Quotation, SOW or similar document issued by Centric and accepted by the Client.

Milestones means the stages of performance or payment specified in the Key Details.

New Material means Material created by or for Centric in connection with the Services during the Term.

SOW means any Statement of Work/Proposal or document (however described) issued by Centric to the Client that sets out, or is intended to set out, details of the Services, including scope, deliverables, assumptions, exclusions, milestones, pricing, fees, payment terms, timing and any special conditions, and which is accepted by the Client in writing or by conduct (including by issuing a purchase order or instructing Centric to commence the Services).

Services means the professional services described in the Key Details.

Term means the period described in the Term and Continued Application clause.

Variation means any change to scope, deliverables, assumptions, timeframes, resources, access requirements or Client instructions.