TRADING TERMS

for Installation, Maintenance, and Support Services

Business ICT Group Pty Ltd ACN 618 679 708, c/- Glance Consultants,

217A High Street, Ashburton VIC 3170 (“Business ICT”)

 

1. Scope and Applicability

Agreement Scope: These terms (“Terms”) apply when Business ICT supplies any of its services (“Services”) to a customer (“Customer”). References to the Customer include each relevant entity in the Customer Group receiving Services.

Integration and Precedence: These Terms are supplementary to and form an integral part of any Service Agreement entered into between Business ICT and the Customer to govern the supply of the Services (“Agreement”). In the event of any inconsistency between the provisions of these Terms and any specific Agreement, the terms of the specific Agreement will take precedence to the extent of that inconsistency.

 

2. Services

Service Provision: Business ICT will supply the particular Services requested by the Customer on a fixed fee basis, in accordance with and subject to the terms and conditions set out in Terms or in the relevant agreement that govern the supply of the Services (“Agreement”). The Services will be fit for purpose and provided in accordance with prevailing industry standards.

Technology Changes: Despite anything to the contrary in these Terms, Business ICT may change the technology used to provide the Services at any time, provided those changes have no material adverse effect on the quality of the Services and any changes will be implemented at mutually agreed times to cause minimal disruption to the Services. Subcontractors: If circumstances require Business ICT to engage a subcontractor, Business ICT will ensure that any subcontract observes the relevant terms and conditions contained in these Terms. Business ICT will remain responsible for all of its obligations to the Customer under these Terms despite any such subcontract.

Authorised Person: The Customer may authorise a person to act as an agent of the Customer for the sole purpose of obtaining or administering Voice and/or ADSL and/or Fibre/Ethernet/Fixed Wireless Services from third party providers. This authority extends to the Authorised Person acting on the Customer’s behalf to complete and sign any forms necessary from third party service providers directly related to the provision of the Services.

Service Response Times: Business ICT undertakes to meet any meet the Service Response Times that are agreed in writing.

3. Additional Services

Request for Additional Services: At the Customer’s request, Business ICT will provide additional services and additional staff or equipment at the prevailing rates if sufficient resources are available (“Additional Services”). Any Additional Services will be supplied subject to agreement between the parties on the scope of the Additional Services and the fee payable by the Customer for the Additional Services.

Additional Personnel Fees: If additional Personnel are deployed at the Customer’s request, the Customer must pay any related fees and other expenses incurred by Business ICT, including airfares, travel (including hire cars – standard sedan), travel time, accommodation (minimum 4-star standard single room accommodation), and per diems.

Service Fee Adjustment: If Business ICT agrees to provide any Additional Services, the Service Fee will increase by the agreed amount.

Hardware Payment Terms: When any hardware and other services are provided as part of the Additional Services (“Hardware”), the agreed price for that

Hardware or other service must be paid by the Customer over a period of 36 months commencing on the date the relevant item is first provided unless the full price is paid earlier.

4. Equipment and Maintenance

Equipment and Maintenance Ownership of Equipment: All equipment provided to the Customer (“Equipment”) remains the property of Business ICT at all times unless Business ICT agrees to sell all or part of the Equipment to the Customer. While any Equipment is in the Customer’s care or control or is situated on the Customer’s property, the Customer is responsible for any loss or damage to the Equipment.

Customer Responsibilities: The Customer must use the Equipment correctly, ensuring suitable space and power and compliance with any applicable law, regulation, or usage guidelines set by Business ICT. The Customer must keep the Equipment free from any charge, mortgage, lien, encumbrance, or other security interest and make it clear to third parties that the Equipment belongs to Business ICT.

Risk and Ownership of Additional Equipment: When Business ICT purchases or supplies items to the Customer as Additional Equipment, the Customer accepts the risk in the items upon delivery. Ownership in those items will not pass to the Customer until Business ICT has received full payment. The relevant third-party conditions, including licence, warranty, and support conditions, apply to those products and services.

5. Other Equipment

Third Party Equipment: If the Customer independently sources equipment from other suppliers (“Third Party Equipment”), the Customer is responsible for maintaining and repairing the Third Party Equipment and insuring it against loss, damage, theft, and public liability. The Customer warrants that the Third Party Equipment will only be used in conjunction with the Equipment if the Customer has obtained the prior consent of Business ICT. The Customer agrees to ensure all Third Party Equipment used in connection with the Services is fully compatible with the Equipment. Business ICT accepts no responsibility for any Third Party Equipment unless agreed in writing.

6. Customer Obligations

Assistance and Access: The Customer agrees to assist Business ICT and any Subcontractors to set up and safely and efficiently supply the Services. This assistance includes providing usage forecasts, ensuring safe and legal access to any site where the Services are provided (“Site”), and providing any relevant equipment and information.

Carrier Compliance: The Customer confirms they are not a Carrier or Carriage Service Provider as defined in the Telecommunications Act.

Service Use: The Customer must not, and must not allow anyone else to use or attempt to use the Service other than for the purpose agreed with Business ICT. This includes not using the Service to break laws, infringe on rights, harm property or people, damage, interfere with, or interrupt the Service, or re-supply or re-distribute the Services without Business ICT’s prior express written agreement.

Public Addressing Identifiers: The Customer acknowledges that Business ICT does not control the allocation of Public Addressing Identifiers and is not liable if required to change the Customer’s Public Addressing Identifier due to regulatory directions.

7. Terms and Termination

Terms: These Terms will apply to any provision of the Services including during the term of any Agreement (“Term”).

Early Termination by Customer: If the Customer terminates an agreement to provide Services early before the agreed Term has expired, or terminates the Services at a particular Site early, the Customer will be liable to pay the applicable pro rata Service Fee for the remainder of the Term (“Cancellation Fee”) and the cost of any termination fees, porting charges, or any other fees or charges payable to any third party service provider. The Cancellation Fees are determined to be reasonably appropriate, considering factors such as applicable laws and Business ICT’s ability to recover sunk or amortised costs relevant to the particular Services.

Hardware Return: All Hardware will remain the property of Business ICT and will be promptly removed from each Site by Business ICT. The Customer must pay the labour cost incurred by Business ICT to remove the Hardware. Upon termination of these Terms, whether by expiration or early termination, the Customer shall return all Hardware provided by Business ICT in good working condition, reasonable wear and tear excepted. The Customer will bear all costs associated with the return of the Hardware, including transportation, deinstallation, and packaging costs. If the Customer fails to return the Hardware within 14 days of termination, the Customer agrees to pay Business ICT the fair market value of the Hardware as determined by an independent appraisal.

8. Service Fee

Payment Obligations: By signing a Statement of Work or other service request, the Customer agrees to pay the Service Fee in full and without setoff, regardless of any fluctuation or reduction in usage levels by the Customer.

Additional Charges: Extra charges may be added to the Service Fee if the Customer requires Business ICT to perform maintenance or other services outside normal business hours, or if Business ICT needs to modify, repair, or replace any Equipment as a result of an means any loss, breakage, or damage to any Equipment or any loss or interruption of Services caused by an employee, contractor, or third party service provider of the Customer or by any other person other than by Business ICT or its personnel (“Excluded Event”), or Business ICT investigates and, if requested by the Customer, corrects a fault caused by an Excluded Event. Additional charges also apply for any Additional Services, including any Additional Equipment.

Payment Terms: The Customer agrees to pay the fee for the Services (“Service Fee”) within 14 days of the invoice date, by one of the methods specified, unless an alternate payment method is agreed upon. If the Service Fee is not paid in full by the due date, interest will accrue daily at the rate of 1% per month, capitalised at monthly intervals, and payable upon demand. Any GST payable by the Customer must be paid to Business ICT simultaneously with the relevant Service Fee.

9. Suspension and Termination

Suspension by Business ICT: Business ICT may suspend or cancel the Services or terminate these Terms if the Customer has substantially breached a term of these Terms and has not rectified that breach within 14 days of written notice, the Customer suffers an insolvency event, Business ICT is required by law or to comply with a regulatory or emergency services order, or the provision of the Services is affected by a Force Majeure Event, required repairs or maintenance, or third-party supplier network unavailability.

A Force Majeure Events is defined as an act of god or to any event that is beyond the reasonable control of Business ICT (including, but not limited to, any: delay in obtaining any statutory authority approval; strike; lockout; civil commotion; war; terrorism; threat of terrorism; epidemic; fire; explosion; storm; earthquake; failure of plant; compliance with government authority; inability to obtain suitable materials; components; labour; power failure; delay in delivery or shipment on the part of a manufacturer or supplier of any equipment; or any stock shortage).

Suspension by Customer: The Customer may suspend or cancel the Services or terminate these Terms if Business ICT has substantially breached a term of these Terms and has not rectified that breach within 14 days of written notice, or Business ICT suffers an insolvency event.

10. Risk, Liability, and Indemnity

Limitation of Liability: Business ICT is only liable to the Customer to the extent provided in these Terms and is not liable for any loss of: profits; contracts; business opportunities; business reputation; goodwill; revenue; or anticipated savings (“Consequential Loss”). The Customer’s loss will be reduced if the Customer fails to notify Business ICT promptly of any claim, causes or contributes to the claim, fails to mitigate the loss or if the claim is not brought within 12 months.

Risk in Equipment: The risk in any Equipment and any additional equipment supplied by Business ICT passes to the Customer upon delivery.

Indemnity by Customer: The Customer indemnifies Business ICT against all losses, damages, costs, or expenses incurred as a result of any breach by the Customer of these Terms, any negligent act or omission by the Customer, any third-party claims against Business ICT arising from the Customer’s use of the Equipment or the Services, and any breach of law by the Customer.

Insurance: The Customer must maintain, at its cost, insurance policies for Professional Indemnity, Public and Products Liability insurance, and all other insurance required by law or which a prudent business operator would maintain in connection with the Customer’s use of the Equipment and Services.

11. Confidentiality and Privacy

Confidential Information: Both parties must keep confidential all confidential information disclosed by the other party and use it solely for the purpose of performing their obligations under these Terms.

Privacy Obligations: Business ICT will comply with its obligations under any applicable privacy legislation in relation to any data of customers or other personal information it holds.

12. Dispute Resolution

Dispute Resolution: If a dispute arises (“Dispute”), either party may give the other a notice (“Dispute Notice”). The parties must attempt to resolve the

Dispute within 30 days of the Dispute Notice. If the Dispute is not resolved within that period, the parties may agree to mediate the Dispute before commencing litigation. This clause does not prevent either party from seeking urgent interlocutory relief. Continued Performance: Both parties must continue to perform their obligations under these Terms despite the existence of a Dispute.

13. General Provisions

Notices: Notices under these Terms must be in writing and sent to the other party’s registered office address or as notified in writing. Notices take effect on receipt.

Governing Law: These Terms are governed by the laws of Victoria. Each party submits to the non-exclusive jurisdiction of the courts of that jurisdiction.

Entire Agreement: The Terms and any Agreement collectively constitute the entire agreement between the parties and supersede all prior representations, agreements, statements, and understandings, whether verbal or written. No amendment or modification of these Terms is binding unless in writing and signed by both parties.

Severability: If any provision of these Terms is held to be invalid, unenforceable, or illegal, the remaining provisions will remain in full force and effect.

Waiver: No waiver of any breach of these Terms constitutes a waiver of any other breach. A waiver is only effective if in writing and signed by the party granting the waiver.

Force Majeure: Neither party is liable for any failure to perform its obligations under these Terms due to a Force Majeure Event. The affected party must notify the other party as soon as practicable and take reasonable steps to mitigate the effect of the Force Majeure Event.

[End of Terms]