Terms and Conditions

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Terms & Conditions

1. Introduction

1.1 Pharmacy Brands Australia Pty Ltd ACN 109 700 263 through its Related Body PBA Technology Pty Ltd ACN 008 274 557 is able to provide you with the Reseller Products and Services. This Agreement governs our provision of the Reseller Products and Services to you.

1.2 You can accept this Agreement as described in our Order Form, or by continuing to instruct us in relation to the Reseller Products and Services. This Agreement applies to all Reseller Products and Services provided by us, including those provided by us prior to such acceptance.

2. Commencement and Term

2.1 This Agreement will commence on the Commencement Date, or if no date is specified on the Order Form, on the date you sign the Order Form, and continue until the end of the Term or the end of a Rollover Period as the case may be.

2.2 At the end of the Term and each Rollover Period, this Agreement will rollover on the same terms and conditions for a further period of 12 months (Rollover Period) but subject to any review of the Fee pursuant to clause 9.3(b) unless either party provides written notice to the other at least 1 month before the end of the Term or a Rollover Period, that it does not wish the Agreement to rollover.

3. Reseller Products

3.1 You acknowledge and agree that:

(a) the Reseller Products purchased by you are resold by us for your use only (unless otherwise stated in the Terms of Use);

(b) you will not resupply the Reseller Products to any other third party or outside Australia without our prior written consent;

(d) In purchasing the Reseller Products, you are relying on the Third Party Provider’s specifications only and not any statements or documents that may be provided by us.

3.2 If applicable and permitted by the Third Party Provider, we will pass through to you any warranties provided to us by the Third Party Provider of a Reseller Product. This limited obligation to pass through warranties provided by the Third Party Provider to you is your sole remedy and our sole obligation in connection with representations, warranties and conditions related to Reseller Products.

3.3 All Reseller Products provided to you are subject to applicable Terms of Use. You agree to abide by the Terms of Use. Some Terms of Use may provide for automatic renewal of certain Reseller Products subscribed to. To the extent that such automatic renewal terms exist in respect of a Reseller Product, you are response for any notice requirements related to such automatic renewals.

3.4 You agree to indemnify us and keep us indemnified, from any and all claims, demands, liabilities, losses, costs, expenses, charges, responsibility, damages (including, without limitation, indirect, special or consequential loss or damage), proceedings, actions and suits however arising out of or in relation to or resulting from breach of clause 3.3.

4. Our Services

4.1 We will provide the Services with reasonable due skill, care and diligence and will ensure that we have sufficient facilities, equipment, resources and rights (including intellectual property rights) to provide the Services.

4.2 Any advice, guidance or recommendation that we provide in the course of providing the Services does not constitute a determination or direction that you must observe, comply with or follow, and is for you to utilise to such extent as you see fit in your absolute discretion in carrying on your business.

4.3 It may be necessary for you to engage Third Party Providers to provide Third Party Products in order for us to provide the Services. We will advise you from time to time of other products and services that may be needed in order for us to provide you with the Services including the Services in any particular way. You agree that your use of Third Party Products and our reliance on it, in order to provide the Services to you, will be at your sole risk and subject to the Terms of Use between you and your Third Party Providers.

5. Loan Of Equipment

5.1 We may make available by way of bailment to you, certain IT equipment that may be necessary or required in order to provide the Services (Equipment).

5.2 The Equipment may be provided on such terms and conditions as we determine and for a Fee.

5.3 Unless we expressly transfer the ownership of the Equipment to you, ownership of the Equipment will remain with us. Nothing done pursuant to this Agreement shall confer on you any right, title or proprietary interest in or to the Equipment.

5.4 You must obtain the consent of the landlord of the premises to granting us rights of entry to enter and remove the Equipment or to enforce any security we have in respect of the Equipment.

5.5 You agree:

(a) to use the Equipment only in accordance with our instructions and only to facilitate our provision of the Services;

(b) to be responsible for the proposed use of the Equipment and to a level of care of a cautious and prudent owner to prevent damage, loss or destruction of the Equipment;

(c) to indemnify us and keep us indemnified, from any and all claims, demands, liabilities, losses, costs, expenses, charges, responsibility, damages (including, without limitation, indirect, special or consequential loss or damage), proceedings, actions and suits however arising out of or in relation to or resulting from:

(i) you or your Personnel’s negligent or wilful act or omission in the use of the Equipment; and

(ii) any loss or damage to the Equipment;

(d) not to part with possession of the Equipment or create any lien or charge with respect to the Equipment and not to pledge, assign, sell or part with the Equipment or any interest in the Equipment or attempt to do so; and

(e) not to do or suffer any act or thing which might allow an insurer to decline a claim on any insurance with respect to the Equipment whether under any condition or exclusion contained in the policy or otherwise.

5.6 The Equipment shall be at your risk from the date the Equipment is delivered to your premises.

5.7 You agree to return the Equipment in good condition in such manner as directed by us if:

(a) the Equipment is no longer needed for us to provide you with the Service or if our Services cease;

(b) you are in default of its obligations under this Agreement;

(d) you cease to have a legal right to occupy your premises.

5.8 If you fail to return the Equipment in accordance with clause 5.7, you agree, at our election to:

(a) pay us our cost of the Equipment; or

(b) allow us to enter your premises to remove the Equipment at your cost.

6. Information and Access provided by you

6.1 You agree to promptly provide us with all relevant assistance, information, access to your Personnel, systems, technology, equipment and other materials, as well as safe access to premises, reasonably required by us to provide the Reseller Products and Services.

6.2 You are and remain responsible and liable for the accuracy and completeness of Your Materials. We will rely on its accuracy and completeness and we will not verify it. You must notify us in writing of any changes to Your Materials that may affect our Reseller Products and Services.

6.3 In providing the Reseller Products and Services, we may require source documentation relating to Your Materials. We will not be responsible for any errors that arise by your failure to provide Your Materials. You are responsible for the timely provision of Your Materials and we will not be responsible for delay and costs that may arise from your failure to act in a timely manner.

6.4 In providing the Reseller Products and Services, we will only be regarded as having or knowing information provided to or known by our Personnel providing the particular Reseller Products and Services. This is the case even if our other Personnel have separately been provided with or know additional information.

6.5 We may use information obtained in performing the Services:

(a) for Business Purposes, provided that any output is anonymised or aggregated so that no Personal Information or information relating specifically to you is reasonably identifiable; and

(b) in order to identify and mitigate any quality, conduct, or risk management issue.

7. Use of our Services

7.1 Our Services is provided for your sole use and benefit and may only be used for the purposes set out in this Agreement or otherwise agreed by us in writing. You may not provide our Services to a third party, or use our name, logo or trademarks in any marketing, promotional material or other publication, unless with our prior written consent.

7.2 In the absence of any manifest error, we will not update the Services after we have delivered them, and will not be responsible for any changes you make without our prior written consent.

7.3 You are responsible and accountable for managing your business and affairs and deciding what to do after receiving the Reseller Products and Services, including whether to implement our advice or recommendations (if any) and complying with laws and regulations that affect you.

8. Delivery Risk and Returns

8.1 The risk in any Reseller Products sold shall pass to you immediately upon delivery or, where you are to arrange delivery, when the Reseller Products are made available for collection by you or your carrier.

8.2 Any time stated for delivery is an estimate only. We are not liable for any delay in delivery (howsoever caused), nor for any failure to deliver caused by the your failure to provide us with adequate delivery instructions or any other instructions relevant to the supply of the Reseller Products. Any such delay or failure does not give you a right to reject the Reseller Products.

8.3 This Clause 8 does not apply to Reseller Products purchased by Customers who are consumers within the meaning of the Australian Consumer Law and where the return is made because the goods do not comply with the consumer guarantees under the law.

8.4 If the Customer wishes to return Reseller Products, the Customer must contact us and request to return the Reseller Products. The Customer may only return Reseller Products by agreement with us. All returned Reseller Products must be properly packed, clearly labelled, and returned via our nominated means.

8.5 To the extent permitted by law, returns will not be accepted if:

(a) the Reseller Products were delivered more than 5 days prior to the request for return;

(b) the Reseller Products have been used;

(c) the Reseller Products are received by us in a damaged or unsaleable condition, or are not in their original unopened packaging;

(d) the Reseller Products were not stored and/or shipped back to us in accordance with the Third Party Provider’s or our requirements;

(e) the Reseller Products have been procured under the Client’s instructions and specifications to meet its specific requirements;

(f) the Reseller Products are not returned to our nominated location or address; or

(g) the Reseller Products are no longer required because of the Customer’s change of mind.

8.6 If it is determined that the Customer was not entitled to return the Reseller Products (for example, clause 8.5applied in respect of the Reseller Products), we may charge a re-stocking fee (the greater of 15% of the cost of the Reseller Products returned or $30) together with any other charges (including freight) incurred by us in connection with such return. If a handling fee was charged at the time of the purchase of the Reseller Products, the Customer will not be entitled to a refund or credit of that handling fee.

9. Our Fees

9.1 You agree to pay our Fees as set out in the Order Form and any reasonable expenses incurred in connection with providing the Reseller Products or Services, and which may include a Fee to lease the Equipment from us.

9.2 You agree to pay our Fees monthly in advance within 30 days of the date of invoice unless otherwise specified in the Order Form.

9.3 Unless otherwise specified in the Order Form, the Fee shall be reviewed by us as follows:

(a) on each anniversary of the Commencement Date, the Fee shall increase by CPI or 5% (whichever is the greater); and

(b) prior to commencement of a Rollover Period to apply at the commencement of any Rollover Period.

9.4 If you do not pay the Fees by it’s the date that it is due for payment, you agree that we may charge you interest calculated on a daily basis on any portion of your account that is overdue at the rate of 10% per annum, compounding monthly, calculated from the date the payment was due until any payment is made (both dates inclusive);

10. GST

10.1 ln this clause 10:

(a) the expressions Consideration, lnput Tax Credit, Recipient, Supply, Tax lnvoice and Taxable Supply have the meanings given to those expressions in the GST Act; and

(b) Supplier means any party treated by the GST Act as making a Supply under a Contract.

10.2 Unless otherwise expressly stated, all prices or other sums payable or to be provided under or in accordance with this Agreement are exclusive of GST.

10.3 lf GST is imposed on any Supply made under or in accordance with this Agreement, the Recipient of the Taxable Supply must pay to the Supplier an additional amount equal to the GST payable on or for the Taxable Supply, subject to the Recipient receiving a valid Tax lnvoice in respect of the Supply.

10.4 Payment of the additional amount must be made at the same time and in the same way as payment for the Taxable Supply required to be made in accordance with this Agreement.

10.5 Pharmacy Brand Australia Pty Ltd ACN 109 700 263, being our Related Body, is appointed as our agent for the purpose of issuing Tax Invoices for Taxable Supplies made by us to the Customer.

11. Retention of Title and Personal Property Security

11.1 Property in the Reseller Products shall not pass from to you until your indebtedness to us in relation to those Reseller Products is paid in full. Until such payment in full is made the customer shall keep the Reseller Products for and on behalf our behalf in its capacity as a fiduciary and subject to these terms.

11.2 You agree to notify us in writing of any intended sale of your business, which includes or purports to include the Reseller Products as part of your property. Until payment to us in full, you will not grant any security interest over, lease, assign or otherwise deal with the Reseller Products, except as permitted by this Agreement or with our written consent.

12. Personal Property Security in Reseller Products and Equipment

12.1 You acknowledge that this Agreement constitute a security agreement which creates a security interest under the PPSA in our favour in all Reseller Products and Equipment supplied or provided by us to you at any time to secure the payment of all amounts, and the performance of all obligations, owing by you to us in connection with any such Reseller Products and Equipment. You agree, at your cost, to provide such information, sign such documents and do such other things as we may require in order to enable us to register and perfect that security interest and obtain and maintain a first ranking priority position over the Reseller Products. To the maximum extent permitted by applicable law, the parties agree that:

(a) you waive any right to receive a verification statement under the PPSA in respect of the security interest created by this Agreement; and

(b) you waive and, with our agreement contract out of, your rights under sections 95, 96, 118, 121(4), 125, 129, 130, 132(3)(d), 132(4), 135. 142 and 143 of the PPSA. Terms defined in the PPSA shall have the same meaning when used in this clause.

13. Confidentiality and IP

13.1 Each party will keep the other’s Confidential Information confidential (including the Order Form and our Fees) and use it only for the purposes permitted in this Agreement, including performing or receiving the Reseller Products and the Services. Each party will protect the other’s Confidential Information as it would protect its own, using at least a reasonable standard of care.

13.2 We own our internal documents and we own, or have appropriate rights relating to, all intellectual property rights in the Services. We grant you a non-exclusive, non- transferable, royalty-free licence to use the Services as described in clause 7.1.

13.3 This Agreement does not affect the ownership of any intellectual property rights in Your Materials. You grant us a non-exclusive, non- transferable, royalty-free licence to use Your Materials as described in this Agreement, including to provide the Reseller Products and Services. You must ensure our use of Your Materials in accordance with this Agreement does not infringe the rights of any third party.

14. Restraint and Non-Disparagement

14.1 During the Terms and for a period of six (6) months following termination, you agree not to induce or solicit any of our Personnel to leave the employment or engagement with us without our prior written consent.

14.2 The parties agree that it will not, and will procure its Personnel to not, at any time:

(a) disparage the other party or their Personnel;

(b) make any statement, whether oral or in writing, which does or is likely to bring the other party or their Personnel into disrepute or ridicule; or

(c) make any statement, whether oral or in writing, which may otherwise adversely affect the other party’s reputation or their Personnel.

15. Disclaimer and Limitation of Liability

15.1 Subject to any warranties implied or imposed by law which cannot be excluded by agreement, all warranties with respect to the Reseller Products, Services, Equipment, and Third Party Products are expressly excluded, unless such warranty is otherwise provided for under this Agreement.

15.2 We provide no warranties in relation to Third Party Products provided by your Third Party Providers.

15.3 To the extent permitted by law, neither party will be liable for any:

(a) indirect or consequential loss or damage;

(b) loss of or damage to business, goodwill, or reputation;

(d) loss of, damage to, or unauthorised access to data; or

(e) business interruption.

15.4 We will not be liable to you for any loss or damage suffered by you (including fees, penalties and fines) to the extent such loss or damage was as a result of:

(a) your actions or omissions;

(b) inaccuracies and errors in Your Materials or delay in providing Your Materials;

(c) any circumstances beyond our reasonable control including (without limitation) a Force Majeure event, inability to secure materials or Equipment, failure of Equipment, conduct of Third Party Providers or performance of Third Party Products;

(d) the material failure of a Reseller Product that we have resold to you, Third Party Provider or Third Party Products utilised by you;

(e) unauthorised access or alteration to the Equipment, Third Party Products or your systems; or

(f) the cost of procuring substitute products and services.

15.5 If a warranty or condition is implied or imposed by the Competition and Consumer Act 2010 (Cth) which may not be excluded, then you agree that our liability for breach of such warranty is limited to one or more of the following at our option:

(a) in the case of Reseller Products: the replacement or repair of the Reseller Product or the supply of equivalent products; or the payment of the cost of replacing or repairing the Reseller Products or acquiring equivalent products; and

(b) in the case of Services: the re-supply of the Services; or the payment of the cost of having the Services re-supplied.

15.6 To the extent permitted by law our maximum cumulative liability in the aggregate shall not exceed $10,000.

15.7 Both parties agree that they will take reasonable steps to minimise the extent of any loss they may suffer as a result of the other party’s breach of this Agreement or as a result of their negligence.

15.8 This clause 15 applies to any claims, demands, liabilities, losses, costs, expenses, charges, damages (including, without limitation, indirect, special or consequential loss or damage), proceedings, actions and suits in connection with the Reseller Products and Services, or this Agreement, regardless of the basis on which it arises, whether in contract, tort (including negligence), under statute or otherwise.

15.9 You agree not to bring any claim against any of our Personnel in connection with any Reseller Products and Services which fail to meet the requirements of the Agreement. You acknowledge that damages are unlikely to be an adequate remedy for your breach of this clause 15, and we may enforce this clause 15 on behalf of our Personnel.

16. Suspension and Termination

16.1 We may suspend provision of the Reseller Products or Services by providing you with 10 Business Days’ notice, for so long as:

(a) any Fees payable by you are overdue;

(b) you fail to provide us with assistance, information or access required under clause 5;

16.2 This Agreement will terminate at the end of the Term or a Rollover Period as the case may be pursuant to clause 2.

16.3 Without prejudice to any other accrued rights or remedies, a party shall have the right by notice in writing to the other party (Defaulting Party) at any time to immediately terminate this Agreement if:

(a) the Defaulting Party commits a material breach of this Agreement, which (if capable of remedy) is not remedied within 30 days of receipt by the Defaulting Party of written notice of the breach; or

(b) an Insolvency Event occurs in relation to the Defaulting Party;

16.4 Termination of the Agreement does not affect the obligation of any party which existed prior to termination, including specifically your obligation to pay any Fee or amount payable to us under this Agreement.

16.5 Upon termination of this Agreement:

(a) all amounts accrued or owing by one party to the other will become immediately due and payable;

(b) in respect of Reseller Products or Services that operate for the Term, all Fees in respect of the remaining Term of this Agreement shall become immediately due and payable;

(c) you must within 10 Business Days, at your cost, return all Equipment and other manuals, guides, instructions and training materials to us; and

(d) cease using the Reseller Products.

17. Dispute Resolution

17.1 If a dispute arises under this Agreement, other than a dispute where a party wishes to seek urgent interlocutory relief (Dispute), a party may not commence any court, mediation or arbitration proceedings relating to the Dispute unless it has complied with the provisions of this clause 17.

17.2 A party claiming that a Dispute has arisen must give written notice to the other party specifying the nature of the dispute (Dispute Notice).

17.3 Within ten (10) Business Days (or any other period agreed between the parties) after a Dispute Notice is given, the parties must use all reasonable endeavours to resolve the Dispute.

17.4 If the parties cannot resolve the Dispute within ten (10) Business Days after the Dispute Notice is given (or any other period agreed between the parties), the parties must immediately refer the Dispute to be resolved by the General Manager of each party.

17.5 If the General Managers cannot resolve the Dispute within twenty (20) Business Days after the Dispute Notice is given (or any other period agreed between the parties), then the relevant party may refer the Dispute to a court or other external dispute resolution mechanism.

17.6 Each party must bear its own costs of complying with this clause 17 and comply with its obligations under this Agreement during the Dispute resolution process.

17.7 Nothing in this clause 17 prevents a party from seeking interlocutory relief including by way or injunction or declaration.

18. Force Majeure

18.1 An obligation of a party under this Agreement (other than an obligation to pay money) will be suspended during the time and to the extent that the party is prevented from or delayed in complying with that obligation by an event of Force Majeure.

18.2 If this Agreement is suspended by virtue of an event of Force Majeure under clause 18.1 for more than 6 months, either party may terminate this Agreement or remove the relevant Product or Service by providing 30 days notice of termination or reduction to the Reseller Products or Services to the other party.

19. General provisions

19.1 We may assign this Agreement by providing 30 days written notice to you. You may only assign this Agreement with our prior written consent.

19.2 This Agreement is the entire Agreement of the parties in relation to its subject matter and supersedes all other representations, negotiations, arrangements, communications, understandings or Agreements.

19.3 In performing its obligations under this Agreement, each party will comply with all laws applicable to it.

19.4 The relationship of the parties will be that of independent contractors. Nothing in this Agreement creates or will create, or be deemed to create, a fiduciary relationship, a partnership, an agency, joint venturers, or employer and employee, or trust and neither party will have the authority to act or assume any responsibility or obligation on behalf of any other party.

19.5 If a provision of this Agreement is invalid or unenforceable in a jurisdiction:

(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and

(b) that fact does not affect the validity or enforceability of that provision in any other jurisdiction or the remaining provisions.

19.6 A waiver by a party of a provision of or of a right under this Agreement is binding on the party granting the waiver only if it is given in writing and is signed by the party granting the waiver. Failure by a party to exercise or delay in exercising a right does not prevent its exercise or operate as a waiver.

19.7 This Agreement may be amended only by a document signed by both parties.

19.8 The rights, remedies and powers of the parties under this Agreement are cumulative and do not exclude any other rights, remedies or powers.

19.9 This Agreement may consist of a number of counterparts and the counterparts taken together constitute one and the same instrument. A party may sign electronically a soft copy of this Agreement and bind itself accordingly This will satisfy any statutory or other requirements for this Agreement to be in writing signed by that party. The parties intend that any soft copy so signed will constitute an executed original counterpart, and any print out of the copy with the relevant signatures appearing will also constitute an executed original counterpart. The parties consent to the exchange of counterparts by facsimile, by attachment to email, or other electronic or digital medium.

19.10 The parties agree to bear their own respective costs incurred in the negotiation, preparation and execution of this Agreement. The Supplier must pay all stamp duty and other government imposts payable in connection with this Agreement.

19.11 This Agreement is governed by the laws of Queensland, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Queensland, Australia and waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum.

19.12 The supply of the Reseller Products may involve us receive a percentage based referral fee, rebate or value added commission.

19.13 Clauses 5, 6.5, 7, 8, 10, 14, 15, 16.4, 16.5, 19,20survive termination or expiry of this Agreement, together with any clause which by its nature is intended to do so.

20. Definitions

20.1 Agreement means these terms and the Order Form.

20.2 Business Purposes means to enable us: (i) to provide and enhance Reseller Products and Services to Customers; (ii) to develop thought-leadership, expertise and know-how; and (iii) to derive non- attributable insights and provide benchmarking.

20.3 Business Day means a day that is not a Saturday, Sunday or a public holiday in Queensland or Victoria.

20.4 Commencement Date means the commencement date as specified in the Order Form.

20.5 CPI means the Consumer Price Index (All Groups) Australia (Index) kept by the Australian Statistician and published by the Australian Bureau of Statistics in the immediately preceding quarter end compared to the Index twelve months prior to that date.

20.6 Confidential Information means information disclosed in connection with this Agreement which by its nature is confidential, is designated as confidential, or which the recipient knows or reasonably ought to know is confidential, but does not include information that is in the public domain without a breach of confidence, is obtained from a third party without an obligation of confidence, or is independently developed without breach of this Agreement. For the avoidance of doubt, this Agreement including the Order Form and the Fee stated therein is Confidential Information.

20.7 Corporations Act means Corporations Act 2001 (Cth).

20.8 Defaulting Party is defined in clause 16.1.

20.9 Equipment is defined in clause 5.1.

20.10 Fee means the fee payable for our Reseller Products and Services as set out in an Order Form.

20.11 Force Majeure means any cause or circumstance beyond a party’s control including the operation or function of any Third Party Products or the performance of any of your Service Partners.

20.12 Insolvency Event means in relation to a party, the happening of one or more of the following events:

(a) except for the purpose of a solvent reconstruction or amalgamation which has the prior written consent of the other party:

(i) process is filed in a court seeking an order that it be wound up or that a controller be appointed to it or any of its assets, unless the application is withdrawn, struck out or dismissed within seven (7) days of it being filed; or

(ii) an order is made that it be wound up or that a controller be appointed to it or any of its assets; or

(iii) a resolution that it be wound up is passed;

(b) a liquidator, provisional liquidator, controller or any similar official is appointed to, or takes possession or control of, all or any of its assets or undertaking;

(c) an administrator is appointed to it, a resolution that an administrator be appointed to it is passed or proposed, or any other steps are taken to appoint an administrator to it;

(d) it enters into, or resolves to enter into, an arrangement, compromise or composition with any of, or any class of, its creditors or shareholders, or an assignment for the benefit of any of, or any class of, its creditors, or process is filed in a court seeking approval of any such arrangement, compromise or composition;

(e) a reorganisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors is proposed or effected;

(f) any action is taken by the Australian Securities and Investments Commission with a view to cancelling its registration or to dissolving it;

(g) it is insolvent within the meaning of section 95A of the Corporations Act, as disclosed in its accounts or otherwise, states that it is unable to pay its debts or it is presumed to be insolvent under any applicable law;

(h) as a result of the operation of section 459F(1) of the Corporations Act, it is taken to have failed to comply with a statutory demand;

(i) it stops or suspends or threatens to stop or suspend:

(i) the payment of all or a class of its debts; or

(ii) the conduct of all or a substantial part of its business or threatens to do so;

(j) any event or circumstance set out in section 461 of the Corporations Act occurs in relation to it;

(k) it is, or makes a statement from which it may reasonably be deduced that it is, the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act; or

(l) anything having a substantially similar effect to any of the events specified in the preceding paragraphs happens to it under the law of any jurisdiction.

20.13 Order Form means the order form or other written document evidencing the Reseller Products and Services that you wish to engage us to provide and our applicable Fees. For the avoidance of doubt, the Order Form does not need to be titled ‘order form’ and may be set out in a letter, email or other written document between you and us.

20.14 Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).

20.15 Personnel means a party’s officers, employees, contractors, and agents.

20.16 PPSA means that Personal Property Securities Act 2009 (Cth).

20.17 Related Body means a related body corporate as defined in s.50 of the Corporations Act.

20.18 Rollover Period is defined in clause 2.2

20.19 Reseller Products means the products and services that we resell from Third Party Providers including but not limited to hardware, software, subscriptions services, updates, bug fixes, maintenance services, support services, warranty services and professional services as detailed in the Order Form or other products and services that we may be requested to provide to you from time to time.

20.20 Services means the services that we provide to you as detailed in the Order Form excluding Reseller Products that we resell from Third Party Providers.

20.21 Taxable Supplies has the meaning given to that term in the A New Tax System (Goods and Products Tax) Act 1999 (Cth).

20.22 Term means the term of this Agreement as specified in the Order Form.

20.23 Terms of Use means the terms and conditions or agreement between the Third Party Provider and the Customer applicable to the Customer’s use, subscription and/or receipt of the Product or Third Party Products which may be in the form of an end user licence agreement, terms of use or separate negotiated agreement between the Customer and that Third Party Provider.

20.24 Third Party Products means the products and services provided by Third Party Providers to you, including but not limited to telecommunications systems, IT equipment, peripherals, software and technology, and includes the Reseller Products.

20.25 Third Party Providers means:

(a) the manufacturer, distributor, licensor or provider of the Product which is resold by us; or

(b) your third party providers of Third Party Products needed by us to perform the Services.

20.26 You (or derivatives) means the Customer as specified in the Order Form.

20.27 Your Materials means any information, materials, systems, technology or equipment provided or made available to us by you or by third parties including your Third Party Providers on your behalf in order for us to perform the Services. For the avoidance of doubt this will include your IT system and architecture.

20.28 We, us (or derivatives) means PBA Technology Pty Ltd ACN 008 274 557 and its successors and assigns.

Terms & Conditions

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