Sales Agreement

TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

“ACL” means the Australian Consumer Law.

“Agreement” means this document, including the Schedule, all Attachments and any document expressly incorporated by reference.

“Business Day” means a day which is not a Saturday, Sunday or a bank or public holiday in the Australian Capital Territory and the location of the Buyer’s registered office.

“Claim” includes any claim, demand, loss, expense, remedy, suit, injury, damage, loss, cost, liability, action, fine, penalty, proceeding, right
of action or claim for compensation whether made by a party to this Agreement or otherwise.

“Confidential Information” means the terms of this Agreement and information of whatever nature received or obtained as a result of negotiating, entering into or performing this Agreement which:

(a) relates to the existenceof this Agreement;

(b) is information that is marked as confidential or would reasonably be understood as being confidential and which pertains to either party (or its related bodies corporate) and their business operations, including trade secrets, robot operating and maintenance manuals, instructions and
procedures, prospects or customer or supplier or partner information, procedures, property, pricing or quotations, financial and operational information or know how; and

(c) material or informationderived from the above.

“Documentation” means the guides, manuals, forms, procedures, assets, galleries and help desk information (whether hard copy or electronic) for
use with the Equipment which are customarily supplied by R4G to its customers along with the Equipment.

“Fees” has the meaning given in clause 5.1(a).

“Force Majeure Event” means any circumstance not within the reasonable control of the party affected by it, including acts of God, natural
disasters, floods, fires, explosions, epidemics or pandemics and government restrictions and orders imposed in respect of same, industrial disputes, delays in shipping, transport and logistics, war, riots or civil disturbances, inability or delay to obtain equipment or labour from suppliers despite reasonable commercial efforts not caused by the affected party, failure of communications networks or other outages and acts of governments, provided always that failure to pay an amount for any reason can never be a Force Majeure Event.

“GST” means any applicablegoods and services tax imposed on the sale or supply of goods, services and rights, including but not limited to a tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Aus) and Goods and Services Tax Act 1985 (NZ).

“Insolvency Event”means any of the following events in relation to a party:

(a) the party is unable to payits debts as they fall due; the party informs the other in writing or informs creditors generally or passes a resolution to the effect that it is insolvent or is likely to become insolvent or the party is deemed to be insolvent under any legislation;

(b) the party has a liquidator,provisional liquidator, administrator, insolvency officer or any other similar official appointed to it or has a receiver, receiver and manager or other controller or similar official appointed over all its property or a material part of its property;

(c) any charge, mortgage orencumbrance is enforced or exercised against any material asset of the party;

(d) the party has an applicationmade to the court for its winding up and such application is not withdrawn or dismissed within 10 Business Days;

(e) the party ceases to carryon its business or a material part of it, or threatens to do either of those things without the prior written consent of the other party (which consent may not be unreasonably withheld); the bankruptcy of a party;

(f) the party has a windingup order made against it, is deregistered, dissolved or has any steps taken against it to enforce a judgment of a court or arbitral award; or

(g) the party has somethinghaving substantially similar effect to any of the events specified above occur in any jurisdiction.

“Intellectual Property” or “IP” means all presentand future rights conferred by law in or in relation to intellectual property, including
copyright, rights in relation to circuit layouts, patents, designs,know-how, trademarks, whether registered or unregistered, and any other rights resulting from intellectual activity in the industrial, scientific, literary and artistic fields recognised in domestic law anywhere in the world, whether registered or unregistered.

“OhmniLabs” means OhmniLabs, Inc., a Delaware Corporation with offices at 2367 Bering Dr, San Jose, CA 95131 USA.

“Personal Information” has the meaning given in the Privacy Act 1988 (Cth) and includes ‘sensitive information’as defined therein.

“Personnel” means an employee, director, contractor, subcontractor or agent of a party.

“Software” means the software necessary to use the Equipment, including software located on cloud infrastructure and any updates, variations, modifications and enhancements issued from time to time.

“User” means a userof the Equipment authorised by the Buyer.

1.2 Interpretation

In this Agreement:

(a) capitalised terms defined in the Schedule have the meaning given in the Schedule;

(b) words importing the singular include the plural and vice versa; the word person includes a firm, a body corporate, an unincorporated association or governmental authority;

(c) headingsare for convenience only and do not affect construction or interpretation;

(d) a reference to any person includes a reference to the person’s successors, substitutes (including without limitation, persons taking by novation) and assigns;

(e) an agreement, representation or warranty on the part of or in favour of two or more persons binds or is for the benefit of them jointly and severally;

(f) reference to any law or legislation means any common law, statute, act or code of any jurisdiction and the regulations or legislative instruments made thereunder;

(g) a rule of construction will not apply against a party merely because that party was responsible for drafting this Agreement or any part of it; and

(h) the meaning of general words is not limited by specific examples introduced by “including”, “for example” or similar expressions.

2. AGREEMENT FOR SALE

(a) R4G is an authorised vendor of OhmniLabs.

(b) R4G agrees to sell, and Buyer agrees to purchase, the Equipment for the Purchase Price and otherwise on the terms and conditions set out in this Agreement.

(c) Equipment is not authorised for use in critical safety or other applications where any failure may reasonably be anticipated to result in bodily injury, loss of life or catastrophic damage to property. If the Buyer uses orauthorises the Equipment for use in any such applications, the Buyer acknowledges that such use is at Buyer’s sole risk. Buyer shall indemnify, defend and hold harmless R4G and OhmniLabs from and against any and all liabilities and costs arising out of or in connection with such use.
 

3. DELIVERY

(a) Unless otherwise stated in the Schedule, all shipments to Buyer will be EXW R4G’s or OhmniLabs facility (Incoterms 2010).

(b) On the Shipment Date, provided R4G has received all amounts then due and payable by Buyer, R4G must deliver the Equipment to the carrier specified by the Buyer in writing (or if Buyer does not specify a carrier, the carrier selected by R4G or OhmniLabs) for delivery to the Delivery Location specified by Buyer. Carrier will not be the agent of R4G.

(c) R4G will make best efforts to meet the quoted delivery times, however, any date(s) or time(s) quoted for delivery of the Equipment are estimates only and, except as provided by law, R4G shall not be liable for failure to deliver the Equipment on or within such date(s) or time(s) nor shall Buyer be entitled to reject any shipment or to treat any order as repudiated in the event of such delay.

(d) Riskof loss or damage for all Equipment will pass to Buyer upon delivery to a carrier for shipment to the Buyer. Title to Equipment will pass to Buyer upon receipt by R4G of the Purchase Price.

(e) Buyermust report any discrepancies in quantities or type of Equipment received in a shipment as compared to this Agreement or the applicable invoice, within seven (7) days of Buyer’s receipt of such shipment or such shipment shall be deemed to comply with this Agreement and the invoice.

4. INTELLECTUAL PROPERTY

4.1 Background IP

(a) Nothing in this Agreement constitutes an assignment or transfer of ownership of a party’s pre-existing IP rights to the other party. Buyer acknowledges all Software is licensed and not sold, and that all use of “purchase” or “sell” (and their respective correlates) in connection with Software shall be deemed to mean “license” (and its correlates). Other than as specified in this clause 4, nothing in this Agreement shall be deemed to provide to Buyer any right, title or interest in any Software.

(b) Title to, and ownership of, and all proprietary rights (including intellectual property rights) in, the Software and all intellectual property rights in the Equipment and each copy of any of the foregoing, shall remain at all times with OhmniLabs.

4.2  Software Licence

(a) R4G grants the Buyer a non-exclusive, royalty-free licence to access and use the Software solely for the purpose of using the Equipment for the benefit of the Buyer and its Users in accordance with this Agreement.

(b) The Buyer must, and must ensure that each User must:

(i) not use the Software otherwise than as permitted by this Agreement;

(ii) comply at all times with the OhmniLabs End User Licence Agreement available at https://ohmnilabs.zendesk.com/hc/en-us/articles/360042968033-What-are-the-terms-of-service-after-purchasing;

(iii) comply at all times with the OhmniLabs Terms of sale available at: https://ohmnilabs.com/legal/terms-of-sale/;

(iv) not commercialise, sublicence, copy, rent, lend, transfer, modify or sell the Software (in whole or in part, or any modifications or derivatives), or communicate them to third parties, whether for payment or not,

(v) not attempt to or knowingly permit or encourage others to attempt, to alter, reverse engineer, disassemble, decompile, decipher or otherwise decrypt or discover the source code of the Software;

(vi) notify R4G of any suspected infringement of IP rights in the Software and take reasonable action as R4G may direct;

(vii) take all reasonable precautions to prevent unauthorised or improper use or disclosure of the Software and notify R4G immediately after it becomes aware of same;

(viii) indemnify R4G for any liability incurred by R4G or any third parties for any use of IP in the Software otherwise than in accordance with this Agreement; and

(ix) on the expiry or termination of this Agreement for any reason immediately cease using the Software except as authorised by R4G in writing.

(c) The Buyer must not use any release of the Software other than the most current release provided by R4G or OhmniLabs. Software releaseswill be automatically pushed to the relevant item of Equipment. The Buyer must update the Software to the most current version when provided by OhmniLabs or on request by R4G.

(d) The Software license granted under 4.2 above shall remain effective until terminated asspecified under this Agreement or by separate written agreement. The Buyer may terminate the Software license at any time by removing any login credentials permitting remote access to any Software.

4.3 Infringement

(a) If either party becomes aware of any threatened or actual third party claim for breach of IP rights which may affect the use of the Equipment by the Buyer, R4G may at its option and at no cost to the Buyer substitute or replace the relevant Equipment with equipment of similar type and utility which does not infringe any third party IP rights or sever that part of the Equipment and the Fees will be correspondingly reduced.

(b) The Buyer must not, and must ensure that its Personnel and Users do not, combine or use the Equipment with any software or hardware not provided, authorised by or recommended by OhmniLabs or R4G or modify the Equipment.

(c) The Buyer’s rights under the Software license will terminate immediately without notice from R4G or OhmniLabs if Buyer fails to comply with any provision of these Terms. Upon termination, the Buyer shall remove or unsubscribe all copies of the Software in its possession or control.

(d) The Buyer is responsible for any infringement of the Software licence by any User.
 

5. FEES, PAYMENT AND TAXES

5.1 Fees

(a) The Buyer must pay to R4G the Purchase Price and all other amounts payable under this Agreement (“Fees”) in accordance with the payment terms in the Schedule.

(b) If no payment terms are specified in the Schedule for any amount payable under this Agreement, R4G will invoice the Buyer the Fees and the Buyer must pay the invoiced amounts within 7 calendar days (or such later date specified by R4G in writing) after the date of the relevant invoice.

5.2 Late payments

The Buyer must pay on demand interest on any overdue amounts under this Agreement at the per annum post judgment interest rate set out in the Federal Court of Australia Act 1976. Interest will accrue from day to day.

5.3 GST

Notwithstanding any otherclause in this Agreement:

(a) the amounts specified for payment for the supply of any goods or services under this Agreement are exclusive of GST (a “GST ExclusivePayment”);

(b) if GST is imposed on any supply made pursuant to this Agreement, the recipient of that supply must pay, in addition to the amount payable for the supply, an amount calculated by multiplying the prevailing GST rate by that amount. Any amount payable under this clause 5.2(b) is payable on the day that payment of the amount payable for the supply that has given rise to the obligation to pay GST, is required pursuant to this Agreement;

(c) the supplier will ensure that any invoice or other request or demand for payment of a supply provided by it to the recipient of that supply shall constitute a tax invoice under the relevant GST legislation and is provided at or before the time of the payer making the GST Exclusive Payment. This tax invoice must enable the payer to claim any related credits to which it may be entitled.

5.4 Gross Up

All amounts receivable byR4G under this Agreement are exclusive of any Taxes. If Buyer is required by law to deduct or withholdTaxes from any payment to R4G, it must: (a) make the required deductions and withholdings; (b) pay in accordance with the relevant law the full amount deducted or withheld; (c) deliver to R4G the receipt for each payment; and (d) increase the amount of the payment to R4G to an amount which will result in the receipt by R4G of the full amount which would have been payable if no deduction or withholding had been required.

6. REPRESENTATIONS AND WARRANTIES

6.1 R4G warranties

In addition to any consumer guarantees provided under the ACL and clause 6.5, R4G represents and warrants to the Buyer that:

(a) for a period of 12 months from the Shipment Date the Equipment will, when used in accordance with this Agreement, function substantially in the manner described in this Agreement and the Documentation (“Warranty Period”); and

(b) it has the right to grant the Software licence in clause 4.2.

6.2 Repairs and Replacements

(a) In order to commence the repair, return or exchange process, Buyer is to email support@robots4good.com.au with a copy to the Buyer’s contact person stated in the Schedule within the Warranty Period outlining:

(i) the serial, version or release number or like information for the Equipment; and the system site for the reported problem;

(ii) contact name, company (if applicable), e-mail, and phone number; and

(iii) a description of the problem and the Buyer’s assessment of the problem’s operational level. The Buyer shall supply R4G with adequate information and access to its systems to enable R4G to investigate and attempt to identify and verify the reported operational issue. The Buyer will also work with support personnel during the Problem isolation process, as needed.

R4G needs to be satisfied that the Equipment or Software isfaulty, the cause of the fault and that the problem with the Equipment or Software
was not an excluded matter or circumstance listed in clause 6.4. R4G reserves the right to have returned Equipment assessed within a reasonable timeframe to determine this, including whether the Equipment or Software is defective or simply requires some form of basic troubleshooting.

(b) If a hardware failure is diagnosed out of the box, or Dead on Arrival (“DOA”), R4G will, depending on the complexity, timeline and Buyer preference, offer at no cost to Buyer to:

(i) supply replacement parts to repair the faults; or

(ii) supply a replacement unit.

Provided that the DOA Equipment is received by R4G within 30 business days of notice from Buyer.

(c) If a hardware failure is diagnosed after the Equipment has been in operation during the Warranty Period, R4G will supply replacement parts and/or instructions to repair at no cost to the Buyer. If the failure is not capable of being replaced in the field Buyer will return, with adherence to the shipping method in clause 6.2(e), the failed Equipment to R4G for repair. After the repair is completed, R4G will ship
the repaired Equipment to the Buyer in accordance with clause 3 at R4G’s cost.

(d) Software problems will be rectified with a software update pushed remotely to the Equipment. 

(e) For all return and exchange requests, the Buyer must ensure the Equipment is packed strictly in accordance with the instructions issued by R4G and otherwise in a manner that is appropriate and safe for shipment and adequate to withstand all risks of carriage, including, but not limited to all weather conditions and temperatures to which it may be exposed. The Buyer will only use couriers approved in advance
by R4G. All shipping costs for items reasonably accepted by R4G as being covered y the warranty herein are to be borne by R4G. All shipping costs for change-of-mindor returns or repairs not covered by the warranty herein are to be borne by the Buyer.

6.3 Refunds for change of mind

Subject to clause 6.4(c) (custom orders), the Buyer may, at any time,with the period commencing on the Shipment Date and expiring 30 days thereafter (the “Trial Period”), return one or more items of Equipment to R4G in thesame condition as when delivered to Buyer if Buyer determines it no longer wishes to purchase the Equipment. R4G will only be obligated to accept the returned Equipment if it: (1) is received by R4G before the end of the Trial Period; (2) is in the same condition as when delivered to Buyer with no damage or loss; and (3) has been
shipped in a manner that substantially complies with clause 6.2(e). Provided the above requirements are met,R4G will refund the Purchase Price within 10-14 days, less a restocking and administration fee equal to 15% of the Purchase Price of the Equipment that was returned.

6.4 Disclaimer

(a) The warranties provided in clause 6.1 and the statutory warranties referred toin clause 6.5 are the sole warranties provided by R4G inconnection with the sale of the Equipment and are given in lieu of all other warranties express or implied. Without limiting the foregoing sentence, R4G makes no warrantyexpress or implied that the Equipment will be uninterrupted or error or bug-free.

(b) Notwithstanding any other provision of this Agreement, the warranty in clause 6 willnot apply, R4G shall not be responsible for:

(iii) Equipment or Software that has been modified, repaired or serviced by anyone other than OhmniLabs, R4G or their Personnel unless directed by R4G or used in the manner referred to in clause 2(c);

(iv) placement of the Equipment or Software in an operating environment contrary to the Documentation or any other specific written instructions and training materials provided to Buyer;

(v) Equipment or Software that has been subjected to unusual physical or electrical stress, whether such stress results from accident, neglect, failure of electrical power, air conditioning, humidity control, or transportation, and such stress caused the Equipment or Software to not perform in accordance with the specifications accompanying such Equipment or Software;

(vi) damage, loss or destruction to Equipment or Software caused or contributed to by misuse or mishandling including extensive outdoor use, driving down stairs, physically riding on the robot, liquid spills, exposure to high heat, misused or altered power cables, forcing hardware, and falls causing hardware damage to screens, bulbs, hinges, wheels, and componentry;

(vii) any problem or nonconformity with the Equipment or Software arising from the use of third party software, hardware, services or other equipment not purchased from or provided, supplied or authorised by OhmniLabs or R4G, and application modules excluding software required for routine operation;

(viii) maintenance of the Equipment or Software in a manner that is contrary to specific written instructions provided to Buyer;

(ix) any Equipment has had their serial numbers or month and year of manufacture or shipment removed, defected or altered;

(x) any Equipment or Software that has been resold or otherwise transferred to a third party by the Buyer;

(xi) malfunction or damage of the Equipment or Software caused by viruses or hackers; or

(xii) any problem or nonconformity in any version or release of Software other than the current release and the immediately preceding minor releases (if OhmniLabs has made such corrective release available at no additional charge).

(c) Custom orders, including custom covers, are final and sale items and cannot be returned or exchanged.

(d) If R4G or Omhnilabs is unable to correct a warranted nonconformity in the Software, R4G or OhmniLabs may, at its option and without liability to the Buyer, terminate the license with respect to the non-conforming software and refund the fees paid by the Buyer for use of such non-conforming Software and any product reliant on such Software, reduced by amortizing the applicable amounts over a five (5) year
period from the purchase of the applicable Software or Equipment (such that no amount is refunded after five (5) years).

(e) For any repairs or replacements outside the Warranty Period, or resulting from a breach of the warranty as contained in 6.4(b) above, R4G will provide Buyer with a quote forthe repairs or replacement cost and all repair and replacement costs will be payable by Buyer.

6.5 Consumer guarantees

(a) Where the Fees are under $100,000 or the Equipment is supplied for personal or household use, the ACL imposes the consumer guarantees which provide in summary: (1) that any services will be provided with due care and skill; will be fit for the purpose
specified herein; and within a reasonable time where there is no date agreed; and (2) that goods will be of acceptable quality, match descriptions in this Agreement, samples and models you asked for, be fit for the purpose specified herein and come with full title and ownership once paid for.

(b) Where R4G fails to provide Equipment to the Buyer in accordance with the consumer guarantees the Buyer has a right to seek a remedy under the ACL. If the breach cannot be remedied or amounts to a major failure, the Buyer is entitled to a refund, replacement or payment of the cost of a replacement or other remedies under the ACL and may also be entitled to compensation for reasonably foreseeable losses caused by the failure.

(c) Whether there has been a breach of the consumer guarantees or major failure depends on the circumstances, including: (1) the reason for the failure, for example whether it was caused by R4G, another party or by factors outside our control; (2) the length of any delay; and (3) whether we remedied the issue within a reasonable time.

(d) Where the Equipment is not acquired for personal, domestic or household use, R4G’s liability for failure to comply with a consumer guarantee is limited to (in the case of goods) replacement or repair of the goods or payment of the cost of same and (in the case of services) supply of the services again or payment of the cost of same.
 

7. SUPPORT

R4G will provide technical support for the Equipment as specified at the end of this Sales Agreement.
 

8. INDEMNITY AND LIABILITY

(a) Subject to clause 6.2, and the remainder of this clause 8, R4G indemnifies the Buyer from and against any Claims which maybe brought against or incurred by the Buyer by any third party alleging that the Software licence granted in clause 4.2 infringes the third party’s IP rights. R4G’sobligation to indemnify the Buyer will be reduced proportionally to the extent that the relevant Claim was caused or contributed to by the negligence, breach of this Agreement, breach of law or wilful misconduct of the Buyer or its Personnel.

(b) The Buyer indemnifies R4G from and against any Claims which may be brought against or incurred by R4G arising out of: (1) any unlawful or negligent act or omission by Buyer or any User; and (2) the breach by Buyer or any User of the Software licence
contained in this Agreement.

(c) The liability of R4G to the Buyer under this Agreement for any Claim, howsoever arising, is limited to an amount equal to the Purchase Price, provided that this cap will not apply to amounts payable by R4G under clauses 6.5 (consumer guarantees) or 8(a) (IP infringement).

(d) Notwithstanding any other provision of this Agreement but except as provided under clause 6.5 (consumer guarantees), neither party will under any circumstances be liable to the other for any special, exemplary, indirect, punitive or consequential loss or damage (including
any loss of profit, loss of opportunity or loss of goodwill) incurred either directly or indirectly in connection with this Agreement.

(e) Nothing in this Agreement will limit or exclude any liability that may not be limited or excludedunder applicable law.

9. DEFAULT AND TERMINATION

9.1 Termination for default

(a) If Seller fails to deliver any item of Equipment to Buyer in accordance with the terms and conditions of this Agreement (except where such failure is caused by a Force Majeure Event), and provided Buyer is not in breach of this Agreement, Buyer may issue a notice to Seller seeking rectification of the Seller default. If such default has not been rectified by Sellerwithin 30 Business Days after the date of the notice (or such longer time as is agreed between the parties), Buyer may immediately terminate this Agreement as it relates to the undelivered Equipment by written notice to Seller. If Buyer elects to terminate this Agreement under this clause 9.1, as Buyer’s sole remedy, R4G will promptly refund any Purchase Price which has been paid in advance for the Equipment not delivered. This Agreement will continue with respect to any other
Equipment not affected.

(b) R4G may immediately terminate this Agreement by written notice to Buyer if:

(i) Buyer fails to pay any amount owing under this Agreement within 7 calendar days (or such later date specified by R4G in writing) after the relevant due date; Or

(ii) the Buyer fails to comply with any other obligation under this Agreement, and does not remedy the failure within 14 calendar days (or such other cure period specified) of being given written notice to that effect from the party not in default.

(c) Either party may immediately terminate this Agreement by written notice to the other if an Insolvency Event occurs in relation to the other party.

9.2 Consequences of termination

(a) Upon termination or expiry of this Agreement in whole or part for any reason:

(i) R4G will not refund Fees paid in advance by the Buyer unless such refund is specifically provided for in this Agreement;

(ii) Buyer must immediately cease using the Software and dispose of any Software in accordance with clause 4.2(d); and

(iii) each party retains the rights, powers and remedies that it had against the other party immediately prior to termination.

9.3 Force majeure

(a) Notwithstanding any other provision of this Agreement, neither party will be liable to the other for failure or delay in the performance of their obligations under this Agreement (other than an obligation to pay money) if such failure is caused by a Force Majeure Event, provided that the affected party:

(i) gives the other party prompt notice of the Force Majeure Event and its anticipated impact; and

(ii) uses reasonable commercial efforts to resume its full performance of its obligations under this Agreement as soon as possible.

(b) The party who is not affected by the Force Majeure Event may terminate this Agreement if the other party is unable to perform its obligations under this Agreement as a result of the Force Majeure Event for a period of more than 90 days.

(c) During the Force Majeure Event, the party who is not affected by the Force Majeure Event may similarly suspend its performance obligations (other than obligations to make payments accrued prior to the commencement of the Force Majeure Event) until such
time as the affected party resumes its obligations under this Agreement.

10. CONFIDENTIALITY AND PRIVACY

10.1 Privacy

(a) The Buyer warrants that it has sought and obtained (or will obtain) the consent of any person whose Personal Information (including sensitive information) may be collected as part of this Agreement or use of the Equipment by Buyer or any User. The Buyer must provide evidence of its compliance with this clause upon request by R4G and indemnifies R4G against any Claims incurred by or made against R4G arising out of
breach of this clause.

(b) The R4G privacy policy available at https://www.robots4good.com.au/privacy applies to all PersonalInformation collected, stored, used and disclosed by R4G. The Buyer consents to the collection, storage,use and disclosure of Personal Information in accordance with the R4G privacy policy.

(c) Each party agrees:

(i) to comply at all times with the Australian Privacy Principles as if they apply to the party;

(ii) not to cause or allow anything to be done that may result in the other party breaching its obligations under the Privacy Act 1988 (Cth);

(iii) not to use or disclose any Personal Information other than to discharge its obligations under this Agreement;

(iv) to follow any reasonable directions of the other party in relation to the collection, storage, access and use of Personal Information in connection with this Agreement;

(v) to take all necessary steps to protect Personal Information in its possession against unauthorised access, use, modification or loss; and

(vi) no tto transfer any Personal Information outside Australia without the other party’s prior written consent.

10.2 Confidentiality obligations

(a) Each party:

(i) agrees to keep the other party’s Confidential Information confidential, safe and secure at all times;

(ii) must only use, reproduce or disclose the other party’s Confidential Information to the extent necessary for the provision of this Agreement; and

(iii) must ensure that its Personnel who have access to the Confidential Information keep it confidential and comply with the party’s obligations under this clause 6.

(b) Clause 10.2(a) does not prevent the disclosure of Confidential Information as required by law or the rules of a recognised stock
exchange, or to a party’s related bodies corporate or financial, legal, commercial and technical advisers, provided that such advisers comply with the obligations in this clause 10.2.

10.3 Removal of Confidential Information

A ta party’s request, the other party must immediately deliver, erase or destroy, as directed by the party, all documents and other materials in its possession or control that contain Confidential Information, except to the extent that the other party is required by law or for its archival purposes to retain a copy. Compliance with this clause does not release the recipient of Confidential Information from its obligations under this clause 10.

10.4 Remedies and survival

(a) Each party acknowledges that because of the nature of the Confidential Information, a breach of this clause 10 may cause the other party material damagefor which damages or an account of profits would not be an adequate remedy.

(b) This clause 10 shall remain in effect fora period of 3 years from the expiry or termination of Agreement.
 

11. GENERAL

(a) This Agreement constitutes the entire agreement between the parties and supersedes all communications, negotiations, arrangements and agreements, either oral or written, between the parties with respect to the subject matter of this Agreement. In the event there is a written agreement between R4G and you, the terms of that written agreement will prevail in the event of any inconsistency.

(b) All notices required pursuant to this Agreement shall be in writing and delivered in person or by mail or email to the office of either party at the address nominated in the Schedule or such other office or address as is notified by that party from time to time.

(c) Except as expressly permitted elsewhere in this Agreement, this Agreement may only be amended in writing signed by both parties.

(d) This Agreement is governed by the law of the Australian Capital Territory and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory.

(e) Neither party may assign or otherwise deal with its rights or obligations under this Agreement to any person without the prior written approvalof the other party.

(f) A provision of or a right under this Agreement may not be waived or varied except in writing signed by the party holding the benefit of the provision or right. Any waiver will operate in respect of the particularright and the particular circumstances only.

(g) Any present or future legislation which operates to vary an obligation or right, power or remedy of a person in connection with this Agreement is excluded except to the extent that its exclusion is prohibited or rendered ineffective by applicable law.

(h) Any provision of this Agreement that may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(i) The rights, powers and remedies provided in this Agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this Agreement.

(j) This Agreement may consist of a number of counterparts and the counterparts taken together constitute one and the same instrument.

(k) Nothing in this Agreement nor any circumstances associated with the performance of the Agreement will give rise to any relationship of employer and employee between the Buyer and R4G or their respective Personnel, nor any relationship of agency or partnership.

TECHNICAL SUPPORT TIERS

Tier 1 Support

Helpdesk personnel support provided remotely to User. Typically relates to Equipment setup and operation, initial problem diagnosis, and hardware replacement. Includes:

(a) Collecting User requests and data

(b) Demonstrations ,on boarding, testing and training

(c) Establishing links for equipment access, monitoring battery level alerts and network connection daily through cloud dashboard

(d) Conducting basic troubleshooting to establish level of support required

(e) Addressing common problems such as network connection, access issues, dashboard navigation, verification of hardware and software, installation queries, updates, and setup

(f) Attending to customer phone calls and responding to emails

(g) Creating tickets for Tier 2 support

Tier 2 Support

Technician personnel support, including from OhmniLabs, wherean issue cannot be resolved at Tier 1. Includes:

(a) Dealing with in-depth troubleshootingand backend analysis, including reviews of triaging at Tier 1

(b) Communicating with User foran in-depth analysis of the problem before providing a solution

(c) Providing on-site service,repair, or replacement of Equipment

(d) Escalating query to Tier 3 support engineers

(e) Creating tickets for Tier 3 support

Tier 3 Support

Engineering and/or subject matter personnel, including from OhmniLabs, where an issue cannot be resolved at Tier 1 and Tier 2. Includes:

(a) Defining the root cause ofthe problem through coding or engineering tests in a workshop setting

(b) Collaborating with the manufacturer, or other third parties for complex resolutions.