Terms and Conditions

iCare World Australia Pty Ltd (ACN 606 091 258)—trading as Oculo™

Updated: 1st December 2025

OCULO SOFTWARE TERMS OF SERVICE (“Terms”)

1 BACKGROUND

1.1 iCare World Australia Pty Ltd ACN 606 091 258 (“we, us or our”) owns and operates the Oculo Platform, and provides the Services.

1.2 You wish to receive the Services.

1.3 We agree to provide you with the Services in accordance with these Terms and the Order (together, the “Agreement”).

2 APPLICATION OF THESE TERMS

2.1 By clicking a button to accept these Terms, agreeing to an Order or using the Oculo Platform or the Documentation, you are accepting and agreeing to be bound by the Agreement (“Acceptance”).

2.2 You represent and warrant that:

(a) each of your users of the Oculo Platform will comply with the Agreement; and

(b) the representative that Accepts the Agreement is duly authorised to enter into and bind you to the Agreement.

3 DEFINITIONS AND INTERPRETATION

3.1 Definitions

The following terms have the meanings given to them below, unless otherwise set out in these Terms or an Order:

(a) “Acceptance” has the meaning given in clause 2.1.

(b) “Agreement” has the meaning given in clause 1.3.

(c) “Confidential Information” means the terms of the Agreement, and any information that is confidential or sensitive to the disclosing party or the receiving party ought reasonably know is confidential or sensitive to the disclosing party, excluding Statistical Information.

(d) “Consequential Loss” means any incidental, special, consequential, punitive, exemplary or indirect damages or loss of any type or kind arising out of or in connection with the Agreement, however caused, whether from breach of contract, tort (including negligence), or any other legal cause of action, and whether or not the party has been advised the other party of the possibility of such damages or loss.

(e) ”Customer Data” means images and other data submitted by you or on your behalf to the Oculo Platform or processed on your behalf via the Oculo Platform, including patient information and other personal information.

(f) “Documentation” means user manuals and other documentation in written or electronic form that are supplied to you or included in the Oculo Platform, as may be modified by us from time to time upon reasonable written notice to you, excluding marketing materials.

(g) “Error” means an error in the Oculo Platform, which can be reproduced and which causes the Oculo Platform not to function materially in accordance with the Platform Description or Documentation.

(h) “Fees” means the fees payable by you to us for the Services, as set out in the Order and as may be adjusted in accordance with the Agreement.

(i) “GST” has the meaning given to that term in the GST Act.

(j) “GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Australia).

(k) “Intellectual Property Rights” means any and all intellectual property rights throughout the world, including patents, inventions, trade marks or service marks, copyrights, rights related to copyright designs, business names, commercial names and designations, circuit layouts, source code, object code, database rights, rights in relation to Confidential Information and trade secrets, whether registered or not, and all rights or forms of protection having equivalent or similar effect to any of the foregoing.

(l) “Oculo Platform” means the OCULO software as a service, as described in the Platform Description.

(m) “Order” means a document in which the parties have agreed in writing the Services to be provided by us to you, including the Fees and other commercial arrangements in relation to the Services.

(n) “Platform Description” means the description set out in Annexure 1.

(o) “Professional Service(s)” means any professional services we agree to provide, as set out in an Order, such as consultation, separately priced Support Services and/or training, but does not include the provision of the Oculo Platform.

(p) “Referred Data” means the referrals, other data and/or notifications provided by you to the Referred Third-Party or by the Referring Third-Party to you through the Oculo Platform.

(q) “Referred Third-Party” means the third party to whom you provide Referred Data through the Oculo Platform.

(r) “Referring Third-Party” means the third party from whom you receive Referred Data through the Oculo Platform.

(s) “Service(s)” means access to the Oculo Platform, the Support Service and/or the Professional Services.

(t) “Statistical Information” means information:

(i) that is deidentified or pseudo-anonymised clinical and patient data;

(ii) on the way you and your users use and access the Oculo Platform, such as information on the time of use and ways to access the Oculo Platform; and

(iii) on the geographies, devices, browsers and similar identifications of use of the Oculo Platform,

provided that all such information is anonymised and aggregated so that you and your users cannot be reasonably identified.

(u) “Subscription Period” means the period during which you have a right to use the Oculo Platform, as set out in the Order, and subject to renewal or earlier termination in accordance with these Terms. If not specified in an Order, the Subscription Period is twelve (12) months.

(v) “Support Services” has the meaning given in clause 7.

(w) “Term” has the meaning given in clause 13.1.

(x) “Trial Period” means, unless otherwise agreed in the Order, a period commencing on the date we create the test use ID and continuing until the last day of the following month.

(y) “Trial Use” has the meaning given in clause 6.2.

(z) “You” or “your” means the person or entity that has agreed to receive the Services by Accepting the Agreement.

3.2 Interpretation

In the Agreement, unless specified otherwise:

(a) words such as “include”, “including”, “for example”, “such as” or similar expressions do not limit the words preceding them;

(b) the singular includes the plural and vice versa;

(d) a reference to a “person” includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and government agency (whether or not having a separate legal personality);

(e) a reference to a document (including this agreement) includes all amendments or supplements to, or replacements or novations of, it;

(f) a reference to a statute, regulation, proclamation, ordinance or by-law includes all amendments, consolidations or replacements, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute; and

(g) a provision must not be construed adversely to a party solely on the ground that the party was responsible for the preparing or proposing it.

4 GENERAL

4.1 We will provide the Services to you in accordance with this Agreement.

4.2 The parties may also agree in writing (email or other electronic form being sufficient) additional Orders for Professional Services. All agreed Orders form part of the Agreement together with these Terms. Where these Terms are inconsistent with an Order, these Terms prevail to the extent of inconsistency.

4.3 You acknowledge and agree that, by using the Oculo Platform, Customer Data is transmitted automatically via the internet to the Oculo Platform.

4.4 We may develop, enhance or improve the Oculo Platform at any time. Without limiting the previous sentence, we may make updates, upgrades, bug fixes, modifications and enhancements to the Oculo Platform from time to time. We will not intentionally make any changes to the Oculo Platform that reduce performance or otherwise adversely derogate from the service description set out in the Documentation.

4.5 In order to use the Oculo Platform, you agree that you must, at your own cost and expense, acquire compatible devices, connections, internet access, hardware, and other software and information security services as required for the purpose of the remote connection with the Services, as set out in the Documentation.

4.6 You must notify us of any Errors, and of errors in the provision of the Professional Services, without undue delay and in any case, no later than fourteen (14) days after becoming aware of the Error or error in Professional Services (as applicable).

5 DISCLAIMERS AND SCOPE OF USE

5.1 You must use the Oculo Platform strictly in accordance with its permitted purpose and ways of permitted use, the intended use claims, the indication for use claims, the intended use environment, the exclusion criteria, the warnings and other medical claims and the contra-indications of the Oculo Platform as set out in the Documentation or otherwise as notified to you.

5.2 You agree to, and will ensure that each of your users will, access and use the Oculo Platform and any patient information (such as clinical notes and images as well as provider details) available on the Oculo Platform:

(a) in a diligent and professional manner, in good faith and for a proper purpose; and

(b) in accordance with all applicable laws, standards, codes and guidelines pertaining to:

(i) privacy and the collection, use, storage, disclosure and disposal of personal information; and

(ii) data and cyber security.

5.3 We and our suppliers are not liable for any claims arising out of or in connection with a misdiagnosis or mistreatment of a patient. We do not assume any liability or responsibility for the accuracy, correctness or completeness of any data or content available from the Oculo Platform, including Customer Data or Referred Data.

5.4 Without limiting the foregoing, you acknowledge and agree that we do not in any respect control any data, content, information, products or services offered by any third party (including by any Referred Third-Party or Referring Third-Party), and we are not liable for the diagnosis, opinions, comments, contents, information, notifications or other data provided by, or otherwise for the actions or omissions of, the Referred Third-Party, the Referring Third-Party or another third party. You must make your own independent assessment of the currency, relevance and accuracy of any Referred Data and other data, content, information, products or services offered by any third party before accessing or using the data, content, information, products or services, making any authorised referrals or suggesting a diagnosis or recommending or instituting a course of treatment for the patient.

5.5 It is your responsibility to ensure that:

(a) the Referred Third-Party reviews and takes any necessary or desired action in response to the Referred Data; and

(b) electronic messages sent via the Oculo Platform are acknowledged by the recipient.

6 TERMS OF USE

6.1 Subject to your payment of the Fees, you are granted a non-exclusive, non-transferable and non-sublicensable right to use the Oculo Platform during the Term solely for your internal business purposes and always in accordance with the Documentation and this Agreement.

6.2 Trial Use. If in the Order it is agreed that you are granted the right to use the Oculo Platform on a trial basis (“Trial Use”), you are granted a non-exclusive, non-transferable and non-sublicensable right for the Trial Period to use the Oculo Platform solely for the purpose of evaluating the Oculo Platform and always in accordance with the Documentation and this Agreement. We may provide limited Support Services during the Trial Period, as agreed with you from time to time.

6.3 In connection with any Trial Use during the Trial Period, and subject to clause 12 and to the maximum extent permitted by applicable law:

(a) we have no liability to you in connection with the Oculo Platform and the related Support Services; and

(b) the Oculo Platform and the related Support Services are provided “as is”, without any express, implied or statutory warranty, term, condition or representation of any kind.

6.4 You may use the Documentation internally to support the use of the Oculo Platform during the Term or Trial Period (as applicable).

6.5 You may not:

(a) use the Oculo Platform or the Documentation to offer services to any third party;

(b) transfer the Oculo Platform or the Documentation or allow access to the Oculo Platform or the Documentation to any third party; or

6.6 You additionally may not:

(a) copy, modify or create a derivative work of the Oculo Platform, Services or the Documentation;

(b) reverse engineer, decompile, translate, disassemble or otherwise attempt to extract any or all of the source code of the Oculo Platform or the software used to provide the Oculo Platform;

(d) use the Services or the Documentation for any unlawful, fraudulent, offensive or obscene activity.

6.7 You must provide accurate, current and complete information during the registration process and keep your account and profile information up-to-date at all times.

6.8 You must, and must procure your users must, maintain the confidentiality of Oculo Platform usernames and passwords and not disclose the usernames and passwords to any third parties. You are responsible for the use of the Oculo Platform by your users. You must immediately notify us of any unauthorised use of or access to the Oculo Platform, or if any username or password has been revealed to any third party.

7 SUPPORT SERVICES

7.1 We will provide the support services for the Oculo Platform as specified in the Order (“Support Services”). Additional support services may be available to you as Professional Services to be agreed in writing between us.

7.2 The Support Services may be accessed and contacted by named users that you nominate from time to time, who are trained in the use of the Oculo Platform.

7.3 The Support Services do not cover, and we are not liable for, Errors arising out of:

(a) misuse by you or a third party of the Oculo Platform, such as use in violation of the Agreement, the Documentation, or usage instructions;

(b) use of the Oculo Platform with any product, service, database, hardware, network or system not approved by us, or by changes in the same;

(d) third parties’ acts or omissions, such as giving false information;

(e) failures in your environment or network or in the internet or other networks outside our reasonable control; or

(f) your systems connected to or integrated with the Oculo Platform.

7.4 We do not warrant that all Errors can or will be corrected or that Errors can or will be corrected within a certain time period. We may prioritise the investigation and correction of different Errors taking into account their severity and effect, as reasonably determined by us. Subject to clause 12.1 and to the maximum extent permitted by applicable law, we do not guarantee any specific results from the use of the Oculo Platform and exclude any express, implied or statutory warranty, term, condition or representation of any kind, including that the Oculo Platform will be error-free or uninterrupted or will meet your requirements. You acknowledge that there are planned and other service breaks in the provision of and access to the Oculo Platform.

8 PERSONAL INFORMATION, CUSTOMER DATA

8.1 We and our subcontractors may use the Customer Data to provide Services to you and for the benefit of any Referred Third-Party, Referring Third-Party and any other relevant third party to or with whom you provide or receive a referral, image or other data or notification related to or containing Customer Data through the Oculo Platform.

8.2 You warrant that we and our subcontractors are authorised to process the Customer Data under applicable legislation for the purposes of this Agreement and providing the Services and that you have obtained all necessary consents from patients and other relevant individuals for the purpose of such processing.

8.3 If you provide a referral, image or other data or notification related to or containing Customer Data to a Referred Third-Party, a Referring Third-Party or other third party through the Oculo Platform, you also warrant that:

(a) we and our subcontractors are authorised under applicable legislation to provide Customer Data to that Referred Third-Party, Referring Third-Party or other third party through the Oculo Platform; and

(b) you have obtained all necessary consents from patients and other relevant individuals for us to provide such Customer Data for the purpose of the processing by the Referred Third-Party, the Referring Third-Party or other third party.

8.4 Each party must implement reasonable safeguards to protect any personal information obtained in connection with this Agreement from unauthorised access or disclosure.

8.5 Upon either party becoming aware of a breach of personal information obtained in connection with this Agreement that it reasonably believes has caused or is likely to cause serious harm to an individual (“Notifiable Data Breach”), it will immediately notify the other party.

8.6 Each party must co-operate and provide all reasonable assistance to the other in respect of:

(a) a Notifiable Data Breach; and

(b) any requests for access to or correction of personal information.

8.7 Where you receive Referred Data through the Oculo Platform, you acknowledge and agree that:

(a) the Health Insurance Act 1973 (Cth) and the Health Insurance Regulations 2018 (Cth) and, if applicable, any equivalent New Zealand health codes, legislation or regulations prescribe the manner in which a patient is to be referred to a practitioner (“Referral Requirements”); and

(b) you consent to the Referring Party sending and otherwise meeting the Referral Requirements, including the requirement to sign the referral electronically.

8.8 You also hereby grant us a perpetual, non-revocable, transferable, sublicensable and free of charge right to use, operate, copy, modify, disclose and publish the Statistical Information for internal use, product development and marketing purposes, during and after the Term.

8.9 You must not, and must procure your users of the Oculo Platform do not, enter any patient data, health information or any other personal information concerning health (and whether or not such information has been pseudo-identified or de-identified) into a support request or ticket.

9 INTELLECTUAL PROPERTY RIGHTS

9.1 As between the parties, you retain title and Intellectual Property Rights in and to the Customer Data (excluding our technology and other rights). You acknowledge and agree that the Referred Third-Party and/or the Referring Third-Party may have rights to the Referred Data that forms part of your Customer Data.

9.2 All Intellectual Property Rights in and to the Oculo Platform, other Services, the Documentation, and any copies, modifications, translations, amendments and derivatives thereof, belong to us and/or our licensors, and are not transferred to you or any other person by vesture of this Agreement or otherwise.

10 FEES AND PAYMENT

10.1 Fees

10.1.1 You must pay us the Fees as set out in the Order.

10.1.2 We may:

(a) In the Order (or by other written agreement) set a maximum amount of network bandwidth, memory, or other computer storage that you may use, and a maximum amount of data that you may store, upload, post, disseminate or otherwise transmit, on or through the Oculo Platform;

(b) charge additional fees for excessive use (subject to providing you prior written notice of any applicable fee); and

10.1.3 We may amend the Fees once each calendar year during the Term by notifying you at least forty-five (45) days before the amendment takes effect (“Fee Review Effective Date”). You will be deemed to have accepted the updated Fees unless you give notice that you don’t accept the updated Fees at least thirty (30) days prior to the Fee Review Effective Date, in which case you may terminate the Agreement with effect from the Fee Review Adjustment Date.

10.1.4 We may also launch new optional features or functionalities of the Oculo Platform, which may be subject to additional fees. You have no obligation to take these optional features or functionalities into use. If you wish to use these optional features or functionalities, the parties will agree on this (including applicable fees) in writing before doing so.

10.2 Invoicing and Payment

10.2.1 If not otherwise specified in the Order, we will invoice Fees as follows:

(a) set up, implementation or similar Fees, upon Acceptance of the Agreement;

(b) recurring Fees, such as monthly, quarterly or annual Fees for access to the Oculo Platform, in advance of the relevant invoicing period; and

10.2.2 Invoices are payable within fourteen (14) days from the date of the invoice. Any overdue payment will attract overdue interest at the rate of the lower of 3% per annum above the Reserve Bank of Australia ‘Cash Target Rate’, or the maximum permitted by applicable law. We may suspend provision of the Services and your access to the Oculo Platform if you have failed to make any payment within 30 days after receipt of a written payment reminder.

10.3 Taxes and Expenses

10.3.1 Value-added tax, goods and services tax, withholding tax, duties, levies and other taxes and governmental charges will be borne by you and added to the Fees. This does not apply to any income tax payable by us.

10.3.2 Without limiting clause 10.3.1:

(a) Terms used in this clause that are not otherwise defined in the Agreement have the meanings given to them in the GST Act.

(b) The Fees and any other consideration provided to us under the Agreement are exclusive of GST. If we make a taxable supply to you under or in connection with the Agreement, you must pay us an additional amount (GST Amount) equal to the GST payable on the supply.

(c) The GST Amount must be paid by you at the same time as any consideration for the taxable supply is first paid or provided or later on demand if not paid at that time.

(d) We must provide a tax invoice to you in accordance with the GST Act in respect of any taxable supply made by us to you.

(e) If an adjustment event varies the amount of GST payable on a supply made by us under the Agreement, we must adjust the amount payable by you to take account of the adjustment event. Any payment under this clause is to be treated as an increase or decrease of the GST Amount.

(f) Subject to an express provision in the Agreement to the contrary, any payment, reimbursement or indemnity required to be made to a party (the “Payee”) under the Agreement which is calculated by reference to an amount paid or payable by the Payee to a third party (“Outgoing”) will be calculated by reference to that Outgoing inclusive of GST, less the amount of any input tax credit which the Payee (or the representative member of a GST group of which the Payee is a member) is entitled to claim on that Outgoing.

10.3.3 You must reimburse us for reasonable travel and accommodation expenses incurred and a reasonable daily allowance to perform the Professional Services, as set out in the Order or otherwise agreed in advance with you.

11 CONFIDENTIALITY

11.1 Each Party must:

(a) keep all Confidential Information received from the other party confidential;

(b) not disclose the other party’s Confidential Information to any third party; and

(c) not use the other party’s Confidential Information for any purpose other than for fulfilling its obligations and exercising its rights arising out of the Agreement.

11.2 We may disclose your Confidential Information to:

(d) our subcontractors for the purpose of performing the Agreement provided that the subcontractors have committed to substantially similar confidentiality obligations in respect of that Confidential Information; and

(e) the Referred Third-Party, the Referring Third-Party or another relevant third party if you provide a referral, an image or other data or notification to that Referred Third-Party, the Referring Third-Party or other third party through the Oculo Platform.

11.3 Clause 11.1 does not apply to information:

(a) which at the time of the disclosure is or later becomes generally available or otherwise public through no fault of the receiving party;

(b) which was in the possession or knowledge of the receiving party prior to receipt of the same from the other party;

(d) which the receiving party has independently developed without using the other party’s Confidential Information; or

(e) which is required to be disclosed by applicable law, by a court or governmental agency or to enforce the terms of this Agreement.

11.4 We may use the general expertise and skills that we and our subcontractors’ personnel have learnt in connection with this Agreement.

11.5 We may freely, perpetually and free of charge use and disclose, for any and all purposes, and with no need to attribute you in any way, the feedback given by you regarding the Oculo Platform, other Services, the results of the Services, the Documentation or other business of us or our affiliated companies. We own the rights (including Intellectual Property Rights) in all such feedback you might give.

11.6 The receiving party’s obligations under this clause 11 survive termination of expiry of the Agreement.

12 LIABILITY

12.1 Nothing in this Agreement restricts, excludes, modifies or purports to restrict, exclude or modify any terms, conditions, warranties and guarantees implied by applicable law, including the Competition and Consumer Act 2010 (Cth) (“Non-Excludable Guarantees”).

12.2 To the extent permitted by law, our liability of for breach of a Non-Excludable Guarantee is limited, at our option, to:

(a) supplying the Services again; or

(b) paying the cost of having the Services supplied again.

12.3 Subject to our obligations under the Non-Excludable Guarantees and clause 12.5, to the maximum extent permitted by applicable law:

(a) neither party is liable to the other for any Consequential Loss, including under an indemnity; and

(b) each party’s aggregate maximum liability to the other party arising out of or related to this Agreement, whether in contract, tort (including negligence), under a statute or arising in any other way, is limited to an amount equal to the Fees (excluding GST) paid or payable by you to us in the 6 month period preceding the event giving rise to the relevant liability.

12.4 You indemnify us from and against any claims, losses, liabilities, costs (including reasonable legal costs, penalties and interest) and damages (“Loss”) arising from your breach of clauses, 5.2(b), 6.5, 6.6, 8.2, 8.3 or 8.9, except to the extent the Loss is caused or contributed to by us.

12.5 The limitation of liability set out in clause 12.3(b) does not apply to Losses You are liable to indemnify us for under clauses 12.4.

13 TERM AND TERMINATION

13.1 Term

The Agreement commences on the date of its Acceptance or the Subscription Period commencement date specified in the Order, whichever is earlier, and will remain in force for the Subscription Period, after which it will automatically renew for successive, rolling Subscription Periods, unless terminated in accordance with its terms (“Term”).

13.2 Termination

Either Party may terminate the Agreement:

(a) with effect from the end of a Subscription Period by written notice to the other party at least sixty (60) days prior to its expiry; or

(b) immediately by giving the other party written notice, if the other party commits a material breach of the Agreement and fails to remedy the same within 30 days after receipt of a written demand from the other Party to cure the breach.

13.3 Consequences of termination

Upon the termination or expiry of the Agreement:

(a) if requested, we will provide reasonable assistance to transition the Customer Data in the Oculo Platform to you or a third party designated by you, subject to the following:

(i) the obligation to provide assistance only continues during the Term; and

(ii) you must pay our reasonable fees for such assistance;

(b) each party will return and/or destroy (at the other party’s election) the other party’s Confidential Information, however you acknowledge that we are unable to destroy and will retain your Customer Data to the extent:

(i) any Referring Third Parties and Referred Third Parties have rights to that data and we are under an obligation to maintain their access to it via the Oculo Platform; and

(ii) required by applicable law or our corporate data retention policies,

provided that our obligations under clauses clauses 8 and 11 continue in respect of that Customer Data; and

14 MISCELLANEOUS

14.1 Waiver

A failure by a party to use any of its rights based on the Agreement is not construed as a waiver of such right.

14.1.1 Amendment to Terms

(a) If we launch new features or functionalities of the Oculo Platform, we may stipulate new and/or amended terms as a condition for use of those features and functionalities, and those new and/or amended terms will be applied starting from your acceptance or the use of the features or functionalities.

(b) We may also otherwise update the terms of the Agreement from time to if there are changes in our or our subcontractors’ products, services or working methods, provided that:

(i) we must provide notice in writing of the changes (“Change Notice”);

(ii) if you have any objections regarding the changes, you may give notice within 14 days of receipt of the Change Notice (“Objection Notice”); and

(iii) if we receive an Objection Notice, we will use reasonable endeavours to resolve your objection. If we are unable to do so, you may terminate this Agreement by giving notice within 30 days of the Objection Notice (“Termination Notice”).

14.2 Assignment and Subcontractors

Neither party may assign this Agreement to a third party, without the prior written consent of the other party. However, we may assign this Agreement and our rights arising out of the Agreement in the event we assign the ownership of our business or part thereof, or to our affiliated company, and, for the avoidance of doubt, by operation of law.

14.3 Survival

Upon termination of this Agreement, the provisions relating to disclaimers of warranty, confidentiality, limitations of liability, taxes and expenses, governing law and dispute resolution and any other provisions which by their nature or wording are intended to survive termination of this Agreement, survive.

14.4 Entire Agreement

This Agreement supersedes previous understandings, agreements or other communications between the parties with respect to the subject matter of this Agreement. Your purchase, procurement or other terms do not apply to this Agreement, even if referred in or attached to your purchase order or other document submitted by you.

14.5 Severability

If any provision of this Agreement is found to be contrary to law, the other provisions of this Agreement will remain in full force and effect. Such invalid provision will be amended by the parties and this Agreement interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law.

14.6 Force Majeure

A party will not be liable for delays, defects or damages that are caused by factors beyond its reasonable control, which the party cannot reasonably be deemed to have taken into account at the time of the conclusion of this Agreement, and the consequences of which the party could not reasonably have avoided or overcome. Such events of force majeure include (without being limited to) war, strikes and other labour disputes, acts of government, statutes, ordinances or regulations, embargo, natural disasters, accidents, failures of telecommunication, general shortages of energy, security attacks, and failures in Internet and other networks outside the party’s reasonable control.

14.7 Dispute resolution

(a) The parties must comply with this clause 14.7 prior to initiating legal proceedings.

(b) If a dispute arises out of or in connection with the Agreement, the parties must attempt to resolve the dispute in good faith by arranging a meeting of senior representatives within 14 days of either party giving notice of the dispute.

(c) If the parties are unable to resolve the dispute within 14 days of the meeting of senior representatives, either party may refer the dispute for mediation by an independent mediator mutually agreed by the parties in accordance with the Resolution Institute Mediation Rules. If the parties are unable to agree a mediator within 7 days, the mediator will be appointed by the Chair of Resolution Institute, or the Chair’s designated representative.

(d) Notwithstanding the above, either party may initiate legal proceedings to seek equitable and/or injunctive relief to prevent or stop a violation of the terms and conditions contained in the Agreement or take legal actions concerning overdue payments.

14.8 Governing Law and jurisdiction

This Agreement, and any disputes arising out of or in connection with the Agreement, will be governed by and construed in accordance with the laws of Victoria, Australia. The parties unconditionally submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria, Australia to adjudicate any disputes arising out of or in connection with this Agreement.

Annexure 1 Platform Description

The Oculo Platform is a cloud-based clinical communications platform operated by iCare World Australia Pty Ltd. Its primary function is to facilitate the electronic referral and exchange of clinical information between optometrists and ophthalmologists. The platform enables real-time sharing of referral letters, clinical notes, diagnostic images, and other patient data to support timely, coordinated, and informed eye care. Oculo is designed to enhance referral workflows and improve continuity of care.

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