The PixelForce Launchpad

Program Terms and Conditions

PixelForce Systems Pty Ltd
(ABN 68 162 114 696)

Published on 5 May 2026

PART A - DEFINITIONS

In these Terms, the following defined terms have the meanings set out below:

"ACL" the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

"Application" a completed application submitted by an Applicant in response to the Program.

"Applicant" any person or entity that submits an Application.

"Contribution" the conditional discount of AUD $150,000 (exclusive of GST) applied by PixelForce to a Recipient's invoices under the Service Agreement upon Grant Approval, as further described in Part B.

"Contribution Allocation" the schedule specifying how the Contribution is distributed across each phase of the Engagement, as set out in the Proposal. The Contribution Allocation always totals AUD $150,000 (exclusive of GST) in aggregate.

"Contribution Repayment Amount" the total Contribution amounts actually applied to a Recipient's invoices from the commencement of the Engagement to and including the date of termination of the Service Agreement.

"Contributor" Tobi Pearce, who provides funding for the Contribution in his personal capacity, subject to Grant Approval.

"Discounted Fee" the fees payable by a Recipient to PixelForce at each phase of the Engagement after deduction of the applicable Contribution Allocation for that phase - being the Full Fee for that phase less the Contribution applied to it.

"Engagement" the full three-phase technology partnership between PixelForce and a Recipient, comprising the Scoping and Design phase, the Development phase, and the Growth phase, as defined in the Service Agreement.

"Full Fee" the total fees that would be payable to PixelForce for any given phase (or the entire Engagement) at PixelForce's standard commercial rates, without any Contribution applied. The Full Fee for each phase is set out in the Proposal.

"Grant Approval" the Contributor's written confirmation, following PixelForce's recommendation, that he will fund the Contribution for a specific Recipient. Grant Approval is granted at the Contributor's sole discretion and is not guaranteed upon PixelForce selection alone.

"PixelForce" PixelForce Systems Pty Ltd (ABN 68 162 114 696).

"Program" The PixelForce Launchpad, operated by PixelForce.

"Proposal" the written proposal provided to a Recipient prior to execution of the Service Agreement, setting out the Full Fee and Discounted Fee for each phase, the Contribution Allocation, and the full scope of the Engagement.

"Recipient" an Applicant who has been selected by PixelForce and has received Grant Approval, and who has executed a Service Agreement with PixelForce.

"Service Agreement" PixelForce's standard commercial services agreement executed between PixelForce and a Recipient governing the Engagement.

"Terms" these Program Terms and Conditions, as amended from time to time in accordance with clause H.1.

PART B - THE CONTRIBUTION (CONDITIONAL DISCOUNT)

B.1 Nature of the Contribution

The Contribution is a conditional discount applied to a Recipient's PixelForce invoices. It is not a cash payment, unconditional gift, or government grant. The Contributor funds the Contribution by subsidising PixelForce's invoices on the Recipient's behalf, enabling the Recipient to pay the Discounted Fee rather than the Full Fee for each phase of the Engagement.

The Contribution is conditional in its entirety on two things: (a) Grant Approval being obtained in accordance with clause D.4; and (b) the Recipient completing the full three-phase Engagement with PixelForce. If the Service Agreement is terminated for any reason before the Engagement is complete, the Contribution Repayment Obligation in clause B.3 applies.

B.2 Disclosure of Contributor's Commercial Interest

The Contributor, Tobi Pearce, is a strategic investor in PixelForce Systems Pty Ltd and holds a financial interest in PixelForce's commercial success. His participation in the Program is made in that capacity. This relationship is disclosed so that Applicants understand the commercial arrangement underpinning the Contribution. The Contributor's decision to provide Grant Approval is made independently and at his sole discretion.

B.3 Contribution Repayment Obligation (Clawback)

If the Service Agreement is terminated for any reason - whether by the Recipient, by PixelForce, by mutual agreement, by operation of law, or otherwise - before completion of all three phases of the Engagement, the following applies:

(a) The Contribution is immediately withdrawn in full in respect of all phases not yet commenced, and no further Contribution will be applied.

(b) The Contribution Repayment Amount (being all Contribution amounts applied to invoices from the commencement of the Engagement to and including the date of termination) becomes immediately due and payable by the Recipient to PixelForce.

(c) PixelForce will issue a tax invoice for the Contribution Repayment Amount within 10 business days of the termination date. The Contribution Repayment Amount is payable within 14 days of that invoice.

(d) Interest accrues on any unpaid Contribution Repayment Amount at 10% per annum, calculated daily from the due date until paid in full.

(e) The Contribution Repayment Obligation applies regardless of the reason for termination, including where termination results from acts or omissions of PixelForce. The Recipient's right to claim damages from PixelForce for any breach of the Service Agreement is separate and unaffected - any proven damages may be claimed or set off against amounts otherwise owed, but do not extinguish the Contribution Repayment Obligation.

(f) This clause survives termination or expiry of the Service Agreement.

[COUNSEL NOTE: Clause B.3(e) intentionally applies the clawback regardless of fault, per client instruction. Where PixelForce's own uncured material breach causes termination, enforcing this clause may be challenged as unconscionable under ACL s 21 or unfair under Part 2-3. The set-off mechanism in (e) provides partial mitigation. Counsel should advise on whether to retain as drafted or add a carve-out for PixelForce's own material breach.]

B.4 Contribution Allocation

The Contribution of AUD $150,000 (exclusive of GST) is allocated across the three phases of the Engagement on a case-by-case basis, based on the Recipient's project scope and the agreed Engagement structure. The specific allocation per phase is set out in the Proposal and incorporated into the Service Agreement. The Contribution Allocation always totals AUD $150,000 in aggregate across all phases.

At each phase, the Contribution Allocation for that phase is applied as a discount against the invoice for that phase. The Recipient pays the Discounted Fee (Full Fee for that phase less the Contribution Allocation for that phase). Any unused Contribution Allocation from one phase is not transferable between phases, and the Contribution is not redeemable for cash under any circumstances.

B.5 Pre-Engagement Proposal

Prior to executing the Service Agreement, each Recipient will receive a Proposal that sets out in full: (a) the Full Fee for each phase of the Engagement; (b) the Contribution Allocation per phase; (c) the Discounted Fee payable by the Recipient at each phase; and (d) the Contribution Repayment Obligation that applies on termination. By executing the Service Agreement, the Recipient confirms they have received, read, and understood the Proposal and are fully committed to completing all three phases of the Engagement.

PART C - SERVICE AGREEMENT AND DOCUMENT HIERARCHY

C.1 Service Agreement Governs the Engagement

These Terms govern the application process, selection criteria, and the mechanics of the Contribution. All engineering obligations, deliverables, timelines, acceptance criteria, payment terms, service warranties, and all other commercial terms governing the Engagement are set out exclusively in the Service Agreement. These Terms do not supersede, vary, or override any term of the Service Agreement.

C.2 Order of Priority

In the event of any inconsistency or conflict between documents, the following order of priority applies:

1. The Service Agreement (highest priority).

2. The Proposal.

3. These Program Terms and Conditions (lowest priority).

C.3 No Engineering Obligation Without Service Agreement

Selection for the Program and Grant Approval together create no obligation on PixelForce to perform any engineering or development services. PixelForce's service delivery obligations arise solely upon execution of the Service Agreement.

PART D - ELIGIBILITY, SELECTION, AND GRANT APPROVAL

D.1 Eligibility Requirements

To be eligible to apply, an Applicant must, at the time of application:

hold a valid and current Australian Business Number (ABN) and be an Australian registered business entity
be prepared to commit a minimum of AUD $100,000 + GST of their own investment across all phases of the Engagement (being the total Discounted Fee payable by the Recipient across all three phases after application of the Contribution)
demonstrate validated market traction or a validated market opportunity
be ready to commence the Scoping and Design phase within 30 days of executing the Service Agreement
be committed to all three phases of the Engagement (Scoping and Design, Development, and Growth)
have technical and business requirements compatible with PixelForce's capabilities, as assessed at PixelForce's discretion

D.2 Program Capacity and Timing

The Program has capacity for up to ten (10) Recipients per campaign. Applications are accepted on a rolling basis until 30 June 2026, or until all ten (10) places have been allocated - whichever occurs first.

D.3 Stage 1 - PixelForce Screening and Selection

Applications are assessed by PixelForce on a rolling basis against the following weighted criteria: market opportunity (30%), team capability (25%), technical and business fit (25%), and commitment level (20%). Qualified Applicants are invited to a discovery call. PixelForce works with shortlisted Applicants to develop the business case and Proposal, and makes a provisional selection decision within ten (10) business days of that call.

PixelForce reserves absolute discretion in all selection decisions. PixelForce is under no obligation to select any minimum or maximum number of businesses, to provide reasons for any decision, or to entertain any appeal or review. All decisions are final.

Provisional selection by PixelForce does not constitute Grant Approval and does not guarantee that the Applicant will receive the Contribution. Stage 2 below must be completed before the grant is confirmed.

D.4 Stage 2 - Contributor Grant Approval

Following provisional selection, PixelForce presents the finalised Proposal and business case to the Contributor for his review. Grant Approval is given at the Contributor's sole and absolute discretion. PixelForce will notify the Applicant of the outcome within five (5) business days of receiving the Contributor's decision.

The Contribution is only applied, and the Recipient status is only conferred, upon Grant Approval being confirmed in writing by PixelForce. Prior to that confirmation, the Applicant has no entitlement to the Contribution and no right to rely on it in entering into any commercial arrangement.

D.5 Engagement Without Grant Approval

If the Contributor does not provide Grant Approval, the Applicant may still elect to engage PixelForce for the Engagement at PixelForce's full commercial rates (the Full Fee), on the same terms as any standard PixelForce client. In that case, these Program Terms cease to apply and the engagement is governed solely by the Service Agreement and Proposal (which will be updated to reflect the Full Fee).

D.6 No Obligation to Applicants

Submission of an Application creates no legal obligation on PixelForce, no binding commitment, and no right to a place in the Program or to Grant Approval. PixelForce and the Contributor may, without notice or liability, decline to assess any Application, withdraw any provisional selection, or decline to grant Grant Approval at any stage prior to execution of the Service Agreement.

PART E - INTELLECTUAL PROPERTY

E.1 PixelForce Retained IP

PixelForce retains all rights, title, and interest in and to its pre-existing intellectual property, including its proprietary software frameworks, core components, internal development tooling, template libraries, reusable code assets, and proprietary methodologies - including any improvements to those made during the Engagement.

E.2 Recipient IP Warranty and Indemnity

The Recipient warrants that all content, data, trademarks, branding, and third-party materials provided to PixelForce are owned by the Recipient or used with full authorisation, and do not infringe the intellectual property rights of any third party. The Recipient indemnifies and holds PixelForce and the Contributor harmless from any claim, loss, cost, or liability arising from any breach of this warranty.

E.3 Marketing Consent

By accepting a place in the Program and executing the Service Agreement, Recipients grant PixelForce a non-exclusive, royalty-free licence to reference the Recipient's business name and logo, and to describe the general nature of the Recipient's project, for PixelForce's marketing and promotional activities. PixelForce will not disclose confidential project details without the Recipient's prior written consent.

Recipients may withdraw this consent on 30 days' written notice to PixelForce, except where materials have already been published in third-party media outlets beyond PixelForce's control.

PART F - DISCLAIMERS, LIMITATIONS OF LIABILITY, AND WAIVERS

The following disclaimers and limitations apply to the maximum extent permitted by applicable law, including the ACL. Nothing in this Part F limits or excludes any guarantee, right, or remedy that cannot lawfully be excluded under the ACL or any other applicable law.

F.1 No Guarantee of Business Outcomes

PixelForce makes no representation, warranty, or guarantee, express or implied, regarding:

the commercial success, revenue, profitability, or growth of the Recipient's business or platform
user adoption, retention, engagement, or any other product or market performance metric
the Recipient's ability to raise investment, achieve an exit, or generate any financial return
the suitability of the Recipient's business model, market strategy, or pricing for any market
any business or commercial outcome of any kind arising from or in connection with the Engagement

F.2 Performance Claims Are Indicative Only

Any statements in PixelForce's marketing materials - including on the Program landing page, in social media content, in advertising, or in video scripts - regarding development time reduction, conversion rate improvement, administration efficiency gains, or similar performance outcomes are based on results from prior client engagements and are provided for illustrative purposes only. They do not constitute a warranty, contractual representation, or guarantee that the Recipient will achieve the same or any particular result. Actual outcomes depend on the Recipient's specific product, market, team, content, and implementation decisions, which are outside PixelForce's control.

F.3 Infrastructure and Uptime

Infrastructure uptime targets or performance benchmarks referenced in PixelForce's marketing materials are indicative of the enterprise-grade architecture design principles applied. Any specific service level commitments, uptime guarantees, or performance obligations, if agreed, are established exclusively through a written service level agreement forming part of or annexed to the Service Agreement - and are not created or implied by these Terms or any marketing material.

F.4 No Guarantee of App Store or Platform Approval

PixelForce makes no warranty that any application or platform developed under the Engagement will be approved for listing, distribution, or continued availability on any third-party platform, marketplace, or app store (including Apple App Store, Google Play Store, or any other platform). Approval decisions are made exclusively by those third parties at their absolute discretion and are entirely beyond PixelForce's control. PixelForce will use reasonable commercial efforts to build the platform in accordance with known platform guidelines as at the commencement of the Engagement but makes no warranty as to compliance with future platform requirements.

F.5 Third-Party Services

The Engagement may incorporate or depend on third-party software, platforms, APIs, or infrastructure (including but not limited to Amazon Web Services, Google Cloud Platform, Auth0, Stripe, Firebase, and similar providers) ("Third-Party Services"). PixelForce makes no warranty regarding the availability, reliability, performance, security, continuity, pricing, or terms of any Third-Party Service. Changes to Third-Party Services after commencement of the Engagement - including price increases, API changes, or discontinuation - are outside PixelForce's control. Costs for Third-Party Services are the Recipient's sole responsibility and are separate from PixelForce's fees.

F.6 Delivery Timelines

All delivery timelines are estimates only. Actual timelines depend on project complexity, the Recipient's timely provision of approvals, content, feedback, and access, and factors outside PixelForce's reasonable control. PixelForce will use commercially reasonable efforts to meet agreed timelines, but does not guarantee delivery by any specific date unless expressly committed to in writing in the Service Agreement. Time is not of the essence unless expressly stated in the Service Agreement.

F.7 Recipient as Product Owner

The Recipient is the product owner and directs the scope, priorities, and features of the Engagement. PixelForce builds what the Recipient directs, in accordance with the requirements agreed in the Service Agreement. The Recipient acknowledges that:

the quality and commercial relevance of the delivered platform depends substantially on the Recipient's own product decisions, requirements, and feedback
changes to requirements, business model, or market strategy after commencement may affect the outcome and may require additional fees payable at the Full Fee rate
PixelForce is not responsible for deliverables that the Recipient directed but which prove commercially unsuitable
delays caused by the Recipient's failure to provide timely approvals, content, or access are outside PixelForce's control and do not affect the Contribution Repayment Obligation

F.8 Platform Is a Foundation, Not a Finished Product

The Platform Package provides an enterprise-grade technology foundation. Additional features, integrations, content, design customisation, and ongoing development will typically be required to build a commercially complete and market-ready product. The scope of what is included is defined exclusively by the Service Agreement. PixelForce makes no representation that the Platform Package alone constitutes a commercially complete or market-ready product.

F.9 Non-Reliance on Marketing Materials

Each Recipient acknowledges that:

the Program landing page, social media content, advertising, promotional videos, and all other marketing materials are for marketing purposes only and do not form part of any binding contractual offer or representation by PixelForce
the legally binding description of the Engagement, the Contribution, and PixelForce's obligations is contained exclusively in the Service Agreement and the Proposal
the Recipient has not relied on any marketing material, social media post, advertisement, or verbal representation in entering into the Service Agreement, other than as confirmed or supplemented by the Proposal and Service Agreement
the Recipient has been given the opportunity to seek independent legal and financial advice before executing the Service Agreement

F.10 Exclusion of Consequential Loss

To the maximum extent permitted by law, PixelForce is not liable to any Recipient or Applicant for any: loss of revenue, profit, opportunity, business, or goodwill; loss of or corruption of data; wasted expenditure; loss of anticipated savings; damage to reputation or brand; or any indirect, consequential, special, exemplary, or punitive loss or damage of any kind - arising out of or in connection with the Program, these Terms, the Service Agreement, or the Engagement, whether in contract, tort (including negligence), under statute, or otherwise, and even if PixelForce has been advised of the possibility of such loss.

F.11 Limitation of Liability (Program Terms Only)

To the maximum extent permitted by law, PixelForce's total aggregate liability to a Recipient or Applicant arising under or in connection with these Program Terms (excluding the Service Agreement) is limited to AUD $1,000. PixelForce's liability under the Service Agreement is governed exclusively by the limitation of liability provisions of that agreement.

F.12 Force Majeure

PixelForce is not liable for any delay or failure to perform its obligations under these Terms or the Service Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, pandemic, government action, cyberattack on third-party infrastructure, industrial action, natural disaster, or failure of any Third-Party Service. PixelForce will notify the Recipient as soon as reasonably practicable and will use reasonable efforts to resume performance.

F.13 ACL Non-Exclusion

Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy that cannot lawfully be excluded, restricted, or modified under the ACL or any other applicable law. Where the ACL applies and a guarantee cannot be excluded, PixelForce's liability for failure to comply is limited, to the extent permitted by law, to the resupply of the relevant services or the reasonable cost of having those services supplied again.

PART G - RECIPIENT ACKNOWLEDGMENTS AND RISK ACCEPTANCE

By executing the Service Agreement, each Recipient confirms and acknowledges the following, having had the opportunity to seek independent legal and financial advice:

G.1 The Contribution is a conditional discount applied to my PixelForce invoices. It is not an unconditional gift, cash payment, or government grant.

G.2 The Contribution is conditional on Grant Approval by the Contributor and on completing all three phases of the Engagement. If the Service Agreement is terminated for any reason by either party, the Contribution Repayment Obligation in clause B.3 applies.

G.3 If the Service Agreement is terminated, I am obligated to repay to PixelForce all Contribution amounts applied to my invoices up to the date of termination, within 14 days of a tax invoice being issued, regardless of the reason for termination.

G.4 I have received and reviewed the Proposal. I understand the Full Fee for each phase, the Contribution Allocation per phase, the Discounted Fee I will pay, and the total Contribution Repayment Amount that would apply in the event of termination at each stage.

G.5 My minimum total investment across all phases is AUD $100,000 + GST. Total fees to reach a live product typically range from $150,000 to $400,000+ GST depending on platform scope and complexity, and the Launchpad grant is applied across all phases to reduce my payable amount at each stage.

G.6 The Growth phase (Extended Warranty & Support, or ongoing product development retainer) carries ongoing fees from $4,000 per month, with my Contribution Allocation for that phase applied monthly as a discount - reducing my net payable each month for the duration of the allocation period specified in my Proposal.

G.7 PixelForce makes no guarantee of any specific business outcome, revenue, profitability, user adoption, or commercial success arising from the Engagement.

G.8 Performance statistics referenced in PixelForce's marketing materials are indicative of results from prior client engagements and are not guarantees of my specific outcomes.

G.9 I am the product owner. I direct the scope and priorities of my platform. I accept responsibility for my own product decisions and for any commercial outcomes arising from them.

G.10 The Platform Package is a foundation - additional development, content, and customisation beyond the agreed scope will require additional investment at PixelForce's standard rates.

G.11 Provisional selection by PixelForce does not guarantee Grant Approval. The Contribution is only confirmed upon written notification of Grant Approval by PixelForce.

G.12 PixelForce retains rights to its proprietary framework components. I receive a licence to use those components within my platform, and full ownership of all custom developments built for my project.

G.13 I consent to PixelForce referencing my business name, logo, and general project description for its marketing activities, as described in clause E.4, and I may withdraw this consent on 30 days' written notice.

G.14 I have had the opportunity to obtain independent legal, financial, and tax advice before executing the Service Agreement and have either obtained such advice or chosen to proceed without it.

G.15 The Service Agreement governs the Engagement and takes priority over these Terms in all matters.

PART H - PROGRAM ADMINISTRATION

H.1 Modification of Terms

PixelForce may modify these Terms with 14 days' written notice to Applicants who have not yet executed a Service Agreement. Modifications apply prospectively only and do not affect Recipients who have already executed a Service Agreement - their rights and obligations are governed by that Agreement.

H.2 Suspension or Closure of Program

PixelForce may suspend or close the Program to new Applicants at any time by publishing notice on its website. This does not affect any Recipient who has already executed a Service Agreement.

H.3 Trade Promotion Classification

The Program is a merit-based business selection initiative. Selection is determined by objective criteria assessed by PixelForce and the Contributor's separate approval process. No element of chance is involved. Accordingly, the Program does not constitute a lottery, trade promotion lottery, or promotional competition requiring a permit under any state or territory gaming legislation.

[COUNSEL NOTE: Confirm this classification with counsel before publication.]

H.4 Tax

All fees referenced in these Terms and the Proposal are exclusive of GST unless expressly stated otherwise. The Contribution Repayment Amount, if payable, is subject to GST. Recipients acknowledge potential tax implications from the Contribution (including its characterisation as assessable income) and are solely responsible for obtaining independent tax advice.

H.5 Privacy

PixelForce collects personal information in Applications for the purpose of assessing eligibility, administering the Program, and communicating with Applicants. Information is handled in accordance with PixelForce's Privacy Policy and the Privacy Act 1988 (Cth). PixelForce will not share application information with third parties except as required for Program administration (including sharing with the Contributor for Grant Approval purposes) or as required by law.

PART I - DISPUTE RESOLUTION AND GOVERNING LAW

I.1 Governing Law

These Terms are governed by the laws of South Australia and the Commonwealth of Australia, including the ACL. The parties submit to the non-exclusive jurisdiction of the courts of South Australia.

I.2 Dispute Process

(a) The party raising the dispute will give written notice specifying the dispute in reasonable detail.

(b) The parties will attempt to resolve the dispute through good-faith direct negotiation within 10 business days of that notice.

(c) If unresolved, the dispute will be referred to mediation through the Australian Commercial Disputes Centre (ACDC).

(d) If mediation fails, either party may commence proceedings in the courts of South Australia.

Nothing in this clause prevents PixelForce from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.

PART J - GENERAL PROVISIONS

J.1 Entire Agreement

These Terms, together with the Proposal and the Service Agreement, constitute the entire agreement between the parties with respect to the Program and supersede all prior representations, negotiations, and agreements relating to it. No term of these Terms is varied except by written agreement.

J.2 Severability

If any provision of these Terms is invalid, unenforceable, or illegal, it is severed to the minimum extent necessary and the remaining provisions continue in full force.

J.3 Waiver

A failure or delay by PixelForce to exercise any right or remedy does not constitute a waiver. A waiver of any breach is not a waiver of any subsequent breach.

J.4 No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between PixelForce and any Applicant or Recipient.

J.5 Assignment

Applicants and Recipients may not assign or transfer any right or obligation under these Terms without PixelForce's prior written consent. PixelForce may assign its rights to any related body corporate or successor entity without consent.

J.6 Notices

Notices under these Terms must be in writing. Notices to PixelForce: contact@pixelforce.com. Notices are effective on the next business day after sending by email, provided no delivery failure is received.