LOGISTICS SAFETY SOLUTIONS PTY LTD

TERMS AND CONDITIONS


Terms & Conditions

1. DEFINITIONS AND INTERPRETATION

1.1 Defined Terms

In these Terms and Conditions:

“Annual Licence Fee”
means the annual fee for use of a Product specified in a Proposal.

“Applicable Jurisdiction” means:

(a) where the applicable Agreement is for the making available of Products and the provision of Services in New Zealand, the Realm of New Zealand; and

(b) where the applicable Agreement is for the making available of Products and the provision of Services in Australia, the Commonwealth of Australia.

“Client” means the entity specified in a Proposal.

“Commencement Date” means the date upon which the access to a Product is provided by LSS to the Client (and a Participant) or the date from which LSS will provide the Services, as specified in the applicable Proposal.

Confidential Information” means all information disclosed by LSS to a Client or a Participant:

(a) which by its nature is confidential;

(b) which is designated as or treated by LSS as confidential;

(c) relating to LSS’s Intellectual Property; or

(d) which the Client or a Participant knows or ought reasonably to know is confidential,

which is disclosed by LSS to the Client or a Participant either in the course of providing access to a Product or providing the Services or prior to and in anticipation of the parties potentially entering into an agreement as embodied in the confirmation by Client of its acceptance of a Proposal, and includes without limitation all information and documentation relating to:

(e) the Documentation;

(f) the Products; and

(g) the Services.

“CoR” means Chain of Responsibility.

“CoR Laws” means the relevant laws in the Applicable Jurisdiction that apply to the transporting of goods and the CoR that applies to the Client and Participants engaged in the transporting of goods.

“Data” includes:

(a) all data and information input by the Client and any Participant into the Products or provided in order for LSS to provide the Services;

(b) any data and information

  1. held by LSS; or
  2. generated by a Product or the Services

relating to the Client and any Participant, (including any data or information as to the level of compliance of the Client or a Participant with the Documentation or a Service); and

(c) any information contained in the Documentation.

“Documentation”
means the documentation relating to a Product or the Services including that specified in a Proposal and includes any document developed by or on behalf of LSS, as updated and amended by or on behalf of LSS from time to time, and also includes the LSS CoR-Safe Guide.

“Fees” means:

(a) an Annual Licence Fee;

(b) a Service Fee; or

(c) such other fees and charges specified in a Proposal,

or any one of them as the context requires.

“Further Term” means a period from the expiration of the Initial Term specified in the applicable Proposal or any subsequent period of the same length of time.

“GST” means the goods and services tax or similar tax payable in relation to the supply of the Products and Services in accordance with the laws in the Applicable Jurisdiction where the Products and Services are supplied.

“Initial Term” means the period of years from the Commencement Date specified in the applicable Proposal.

“Intellectual Property” means any rights relating to patent, trade mark (whether registered or common law), trade name, business name, company name, copyright, registered design or other design right or circuit layout right.

“Licence” has the meaning given to that term in clause 3.

“LSS” means Logistics Safety Solutions Pty Limited a company incorporated in Australia, (ABN 25 134 417 379) which is also registered on the New Zealand overseas company register under Part XVIII of the Companies Act 1993 to carry on business in New Zealand (NZBN 9429047269040), or its successors or assigns.

“LSS CoR-Safe Guide” means the document developed by or on behalf of LSS comprising its analysis of the CoR Laws and a Client’s and its Participants’ CoR obligations, as may be updated and changed by or on behalf of LSS from time to time.

“LSS Website means the website made available by LSS to the Client and its nominated Participants in which, subject to them being issued with login details,they are able to access the Products and Services.

“Participant”
means a person or entity which is a supplier or service provider to the Client or a business unit of the Client which is engaged in the Client’s supply chain in the Applicable Jurisdiction and which is nominated by the Client as an entity who is to be granted access to a Product or to whom a Service is provided, as well as their officers, employees, contractors or representatives who are involved in the use of or access to the Products and Services.

“Product” means:

(a) the software, tool or other product specified in one or more Proposals; and/or

(b) the LSS CoR-Safe Guide.

“Proposal” means a proposal from LSS to the Client for LSS to provide the nominated Product and Services in the Applicable  Jurisdiction, and which if agreed to by the Client has been accepted by the Client.

“Service Fee” means the fees for the provision of the Services (which may either be a fixed amount, an amount calculated on a time and materials basis or calculated on some other basis) as specified in a Proposal.

“Services” means the services to be provided by or on behalf of LSS as specified in a Proposal.

“Term” means the Initial Term and any Further Term.

“Website Terms of Use” means the terms of use of the LSS Website through which the Client and each Participant (and their respective personnel) gets access to the LSS Website and a Product and (where applicable) in order to access and make use of the Services.

1.2 Interpretation

In these Terms and Conditions and any Proposal, unless the contrary intention appears:

(a) headings are for ease of reference only and do not affect the meaning of these Terms and Conditions;

(b) the singular includes the plural and vice versa and words importing a gender include other genders;

(c) other grammatical forms of defined words or expressions have corresponding meanings;

(d) a reference to a document or agreement, including these Terms and Conditions, includes a reference to that document or agreement as novated, altered or replaced from time to time;

(e) a reference to:

i. ‘dollar’ or ‘$’ is a reference to the currency in the Applicable Jurisdiction;

ii. ‘A$’, ‘$A’ is a reference to Australian currency; and

iii. ‘NZ$’, ‘$NZ’ is a reference to New Zealand currency;

(f) a reference to a party includes its executors, administrators, successors and permitted assigns;

(g) words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies;

(h) a reference to any legislation or statutory instrument or regulation is construed in accordance with:

i. where the Applicable Jurisdiction is Australia, the Acts Interpretation Act 1901 (Cth) or the equivalent State
legislation, as applicable; and

ii. where the Applicable Jurisdiction is New Zealand, the Interpretation Act 1999; and

(i) a reference to any statute or other legislation in an Applicable Jurisdiction is to a statute or other legislation in that Applicable
Jurisdiction as amended or replaced from time to time.

2. PROPOSALS

2.1 LSS carries on business and makes available the Products and the Services in each Applicable Jurisdiction.

2.2 The Client and LSS may from time to time agree the terms of one or more Proposals.

2.3 Each Proposal agreed to by the parties will incorporate the terms and conditions of the Proposal and any Attachments or Appendices to the Proposal, these Terms and Conditions and, where access to a Product or a Service is enabled through the LSS Website, the Website Terms of Use, and will constitute a separate agreement (“Agreement“).

3. LICENCE OF PRODUCTS

3.1 Subject to the Client’s compliance with its obligations under these Terms and Conditions and each Proposal (including the Client’s obligations to pay the Fees as and when they become due) and (where applicable) compliance with the Website Terms of Use and the Client ensuring that the Client’s personnel, each Participant and each Participant’s personnel also complies with each of them, LSS grants to the Client and the Client accepts a non-exclusive, non-transferable, limited licence for itself, its Participants and any third party specifically authorised by a Documentation to make use of such specific Documentation to use the Products and any associated Services specified in one or more Proposals and the associated Documentation and Data (“Licence“) for the applicable Term to the extent necessary for the Client to use the Products for the Client’s own internal business purposes in the Applicable Jurisdiction.

3.2 Where access to a Product or a Service is enabled through the LSS Website, Client and the Participants nominated by the Client are authorised to use the applicable Products and the associated Documentation and Data in an on-line mode via the LSS Website (subject to acceptance of the Website Terms of Use).

3.3 Client shall ensure that all Participants and any other party authorised by LSS to have access to the Products and the associated
Documentation and Data and any associated Services complies with these Terms and Conditions and, (where applicable) the Website Terms of Use.

4. TERM

4.1 Where a Proposal specifies a Product, LSS grants the Licence to use that Product and the associated Documentation and Data for the Initial Term in the Applicable Jurisdiction.

4.2 Where a Proposal specifies a Service, LSS will provide that Service for the Service period specified in that Proposal in the Applicable
Jurisdiction.

4.3 Unless Client notifies LSS in writing at least one month prior to the expiry of the Initial Term of its intention not to renew the Licence for the Products and the associated Documentation and Data and to continue receiving the Services, Client shall be deemed to have renewed the Licence for a Further Term.

4.4 The Further Term shall itself be deemed to be renewed on an annual basis thereafter until Client gives at least twelve months written notice to LSS of its intention not to further renew the Licence.

4.5 In the event of the non-renewal of the Licence in accordance with this clause 4, the relevant provisions of clause 16 shall apply to the termination.

5. WARRANTIES/EXCLUSIONS BY LSS

5.1 LSS warrants that it has the authority to enter into each Agreement and perform its obligations thereunder.

5.2 Where the Applicable Jurisdiction is Australia, to the extent permitted by law, all conditions, warranties and other terms implied by statute, custom or the common law including but not limited to any implied warranty of merchantability or fitness for a particular purpose are excluded.

5.3 Where the Applicable Jurisdiction is Australia, if a supply under these Terms and Conditions is a supply of goods or services to a ‘consumer’ as defined in section 3 of the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 ( Australian Consumer Law), then the following applies:

(a) Where Client is entitled to a statutory guarantee under sections 54 to 59 or sections 60 to 62 of the Australian Consumer Law and LSS fails to comply with any of those statutory guarantees, the provisions of this clause 5.3 comprises the Client’s sole remedy for a breach of such guarantees.

(b) Where Client is entitled to a statutory guarantee under sections 54 to 59 of the Australian Consumer Law then to the extent that LSS fails to comply with such statutory guarantee, in respect of goods which are not goods of a kind that are ordinarily acquired for personal, domestic or household use or consumption, LSS’s liability for failure to comply with such statutory guarantee is limited to one or more of the following, at LSS’s option:

i. the replacement of the goods or the supply of equivalent goods;

ii. the repair of the goods;

iii. the payment of the cost of replacing the goods or of acquiring equivalent goods; or

iv. the payment of the cost of having the goods repaired,

unless it can be shown that it is not fair or reasonable for LSS to rely on this term.

(c) Where the Applicable Jurisdiction is Australia, where Client is entitled to a statutory guarantee under sections 60 to 62 of the Australian Consumer Law then to the extent that LSS fails to comply with such statutory guarantee, LSS’s liability for failure to comply with such statutory guarantee is limited to one or more of the following, at LSS’s option:

i. supplying the services again; or

ii. payment of the cost of having the services supplied again,

unless it can be shown that it is not fair or reasonable for LSS to rely on this term.

5.4 Where the Applicable Jurisdiction is New Zealand, to the extent permitted by law, all conditions, warranties and other terms implied by
statute, custom or the common law including but not limited to any implied warranty of merchantability or fitness for a particular purpose are excluded. No other warranties either express or implied by law are made with respect to the Products, the services, the Documentation, the Data, the Licence or any Agreement.

5.5 Where the Applicable Jurisdiction is New Zealand, LSS and the Client agree that the Consumer Guarantee Act 1993 does not apply to these Terms and Conditions, the Website Terms of Use, an Agreement or a Licence.

5.6 LSS disclaims any liability or any representations, warranties or statements in relation to the Documentation, the Services and each Product, including whether they are in conformance or compliance with any legal or statutory obligations or whether adopting, using, following or addressing the Documentation or the use of the Products or the Services by the Client or any Participant will enable the Client or the Participant to successful defend any claim or prosecution by a regulatory authority or a claim bought by a third party.

6. FEES and PAYMENT

6.1 The Fees are due and payable upon LSS furnishing the Client a tax invoice.

6.2 The Annual Licence Fee for a Product is payable annually in advance of the applicable Commencement Date and each anniversary of the applicable Commencement Date.

6.3 Unless specified otherwise in the applicable invoice, the Service Fees are payable within the number of days of the date of invoice specified in the applicable Proposal. Invoices may specify that part or all of the Service Fee (or an estimate of part or all of the Service Fee) is payable in advance.

6.4 Unless specified otherwise in the applicable Proposal, the Fees are payable by direct debit into LSS’s nominated bank account specified on the applicable invoice.

6.5 In addition to any Fees, Client agrees to pay all taxes (including where applicable all federal, state, local or other taxes) applicable to or based on each Agreement for the Products and the Services, excluding taxes based on LSS’s net income. Such taxes to be paid by Client include, but are not limited to, personal property, GST, use, or excise taxes, or amounts in lieu thereof, which are now or may be imposed by any taxing authority.

6.6 The Annual Licence Fee will be increased annually throughout the Term by reference to any increase in nominated Participants or users (such increases to be agreed between the parties).

6.7 The Annual Licence Fee and the Service Fee for any Services provided over a period of more than 12 months will be increased annually on or about 1 July during each year of the Term by the percentage increase in:

(a) Where the Applicable Jurisdiction is Australia, the Consumer Price Index (Eight Capital Cities) in the previous 12 months or by 4% whichever is the greater; and

(b) Where the Applicable Jurisdiction is New Zealand, the Consumers Price Index in the previous 12 months or by 4% whichever is the greater.

7. INTELLECTUAL PROPERTY

7.1 All right and title to the Intellectual Property in the Products, the Documentation, the Data and any Services and deliverables or modifications or adaptations to any of them developed or created by LSS, the Client, a Participant or any other person including, but not limited to, methodologies, development tools, processes, procedures, designs, data, know-how, software and working papers vests in or is transferred or assigned to LSS immediately upon creation.

7.2 Client may make, and may authorise each nominated Participant to make, complete or partial copies of the Documentation and the Data only to the extent strictly necessary for the Client or the Participant to carry out their CoR Law obligations and then solely for audit, testing and archival purposes. Client shall ensure that any proprietary markings or proprietary legends, or any proprietary, copyright, restrictive use, dissemination and/or trade secret notices contained in or placed upon the Products, the Documentation and the Data shall appear on such copies.

7.3 Client agrees not to remove or destroy, and will ensure that each Participant or any other person does not remove or destroy, any proprietary markings or proprietary legends, or any proprietary, copyright, restrictive use, dissemination and/or trade secret notices appearing on or contained within the Products, the Documentation and the Data and Client agrees that such proprietary markings or legends, or proprietary, copyright, restrictive use, dissemination and/or trade secret notices shall appear on all copies or partial copies of the Products, the Documentation and the Data made by Client.

7.4 LSS grants the Client a non-exclusive right to place its own trademarks and logos on the Documentation during the Term.

7.5 Client must not and must ensure that the Client’s personnel, each Participant and each Participant’s personnel does not copy or reverse engineer any part of a Product or any software used in a Product.

8. CONFIDENTIALITY

8.1 Except to the extent that a Documentation authorises the wider distribution of such specific Documentation, Client shall not disclose,
provide, or otherwise make available to any third party, in whole or in part, the Documentation, the Data, the Products, the Services or any information relating thereto, each Agreement, these Terms and Conditions, any Proposal, or any LSS Confidential Information except in confidence to:

(a) employees of or contractors to Client and of any Participant to enable Client to use the Products and the Services; and

(b) the auditors of Client, if required by them in the course of conducting an audit of Client, provided such auditor is not a competitor of LSS.

8.2 The Client must ensure that an auditor of the Client to whom Confidential Information has been disclosed under clause 8.1 only discloses that Confidential Information if:

(a) required by law or order of a court of competent jurisdiction to do so;
or

(b) LSS has provided its prior written consent.

8.3 Client shall take all reasonable action to fulfil its obligations with respect to the use, copying, confidentiality, and security of the Products and all other Confidential Information and material of LSS (or its licensors and subcontractors) including but without limitation to the foregoing, the procuring of an undertaking in favour of LSS from any employees, contractors and auditors (or the employees, contractors and auditors of a Participant) that they shall not disclose, provide or otherwise make available the LSS Confidential Information in whole or in part to any third party.

8.4 In the event of any unauthorised disclosure of Confidential Information by Client, the Client’s personnel, a Participant or a Participant’s personnel, LSS may elect to terminate each Agreement as provided in clause 16. Client acknowledges that monetary damages may not be sufficient remedy or protection for LSS and LSS shall be entitled to seek injunctive or other equitable relief as may be deemed proper or necessary by a court of competent jurisdiction to stop the actual or proposed disclosure of LSS Confidential Information.

8.5 Client acknowledges that the Products, the Documentation and the Data is the property of LSS, that LSS is able to use the Data for any  purpose (including disclosing the Data relating to the Client and any Participants to third party providers of services to the logistics and transport industry with whom LSS may have a commercial relationship). Client will procure a similar acknowledgement from each Participant.

8.6 Client acknowledges that LSS intends that Client will use the Services, the Products, the Documentation and the Data only under the terms
and conditions of the applicable Agreement and these Terms and Conditions.

9. PERSONAL INFORMATION

9.1 Client acknowledges that the Data (which may include personal information) may be collected, transferred, stored, maintained and used by LSS (or its suppliers and subcontractors including the third-party cloud hosting service provider) for the purposes of an Agreement including in one of LSS’s facilities (or that of a subcontractor) outside the Applicable Jurisdiction and/or accessed by LSS’s personnel (or that of a subcontractor) outside the Applicable Jurisdiction.

9.2 Client acknowledges that LSS may disclose the Data (which may include personal information) to third party providers of services to the logistics and transport industry with whom LSS may have a commercial relationship.

9.3 Client will obtain all necessary consents (including from the subjects of the personal information) for the collection, transferring, storage, maintenance and use by LSS (or a subcontractor) of the Data (including personal information) for the purposes of an Agreement or disclosure to third party providers of services to the logistics and transport industry including in one of LSS’s facilities (or that of a subcontractor) outside the Applicable Jurisdiction and/or accessed by LSS’s personnel (or that of a subcontractor) outside the Applicable Jurisdiction.

10. INDEMNITIES

10.1 Subject to clause 10.3, the Client indemnifies LSS and its officers, employees and agents (‘those indemnified’) against all claims, liabilities, expenses, losses, damages and costs reasonably incurred by or finally awarded against those indemnified arising from:

(a) any injury to or death of any person;

(b) any damage to real or tangible property;

(c) any claim by a third party that:

i. the use, reproduction, adaptation, modification or sub-licensing by or on behalf of LSS of the Data provided or created by the Client, the Client’s personnel, a Participant or a Participant’s personnel; or

ii. the attachment of the Client’s trademarks and logos on the Documentation,

infringes the Intellectual Property or other rights of any third party;

(d) any act or omission by the Client’s personnel ,a Participant or a Participant’s personnel, which if done by the Client would be a breach by the Client of an Agreement, these Terms and Conditions, or the Website Terms of Use; and

(e) any failure of the Client or a Participant to provide a safe system of work and ensure that the Client, the Client’s personnel, each Participant and each Participant’s personnel comply with all applicable laws, including those related to work health and safety.

10.2 LSS indemnifies the Client and its officers, employees and agents ( ‘those indemnified’) against all claims, liabilities, expenses, losses, damages and costs reasonably incurred by or finally awarded against those indemnified arising from any claim that the Products, the Documentation or the Services infringe the Intellectual Property of any third party, except to the extent that any such expenses, losses, damages
or costs are the subject of the Indemnity in clause 10.1, or are caused or contributed to by the Client, the Client’s personnel and a Participant and
each Participant’s personnel.

10.3 The indemnity provided by each party (‘Indemnifying Party’) under 10.1(c) and 10.2 ( ‘IP Indemnity’) is subject to the following provisions:

(a) if a third party makes a claim against a party (‘Defending Party’) that is covered by the IP Indemnity (‘IP Claim’) then:

i. the Defending Party must promptly notify the Indemnifying Party of the IP Claim and provide full details thereof;

ii. the Defending Party must promptly provide all assistance reasonably requested by the Indemnifying Party in relation to the IP Claim;

(b) the Defending Party must take all reasonable steps to mitigate the amount of any losses, damages, costs and/or expenses incurred by it arising from the act, omission or circumstance that gave rise to the IP Claim;

(c) the Indemnifying Party will have sole control and conduct of the IP Claim and any related settlement negotiations, unless otherwise agreed by
the parties;

(d) if the Indemnifying Party agrees to allow the Defending Party to defend the IP Claim, the Defending Party must comply with the Indemnifying Party’s reasonable directions in relation to the conduct of such defence and must not settle the IP Claim without the Indemnifying Party’s prior written consent;

(e) the IP Indemnity is the Defending Party’s sole remedy for an IP Claim.

10.4 LSS will not be liable under this clause 10 in circumstances where an IP Claim arises directly or indirectly by reason of:

(a) the unauthorised use, misuse or modification by the Client, the Client’s personnel, a Participant or any Participant’s personnel of the
Products, the Documentation and/or the Services;

(b) the failure of the Client, the Client’s personnel, a Participant and each Participant’s personnel to comply with these Terms and Conditions, the
Website Terms of Use or applicable laws, or to follow directions given by LSS, including user manuals and other documents provided under these Terms and Conditions or a Proposal;

(c) the failure of the Client, the Client’s personnel, a Participant and the Participant’s personnel to use any correction or enhancement made
available by LSS to the Client;

(d) LSS’s compliance with the Client’s directions given under an Agreement;

(e) information or materials provided by any third party to the Client or a Participant; or

(f) the Client’s or a Participant’s use of any of the Products, the Documentation and/or the Services on or in combination with any product or
information not owned or developed by LSS (except as contemplated under these Terms and Conditions).

11. LIABILITY

To the extent permitted by law:

(a) LSS excludes all liability (including liability arising as a result of the negligence of LSS or any third party or under an indemnity or for breach of warranty) for any indirect or consequential expenses, losses, damages or costs and (without limitation) liability for loss of profits or revenue, business interruption, loss of data (including Data), or failure to realise anticipated savings or benefits incurred by or awarded against the other party under or in any way connected with an Agreement, these Terms and Conditions, a Proposal, the Licence or the provision of the Services;

(b) LSS excludes all liability (including liability for negligence) for all expenses, losses, damages or costs to the extent that such expenses, losses, damages or costs are caused or contributed to by the Client, the Client’s personnel, a Participant or a Participant’s personnel; and

(c) LSS’s total cumulative liability under or in any way connected with an Agreement, these Terms and Conditions, the Website Terms of Use, a
Proposal, the Licence or the provision of the Services (including liability arising as a result of the negligence of LSS or any third party or under an
indemnity or for breach of warranty) is limited to:

i. where the claim relates to the Licence, the applicable Annual Licence Fee;

ii. where the claim relates to Services:

A. where the Services under the applicable Proposal are provided within a 12 month period, the Service Fees paid by the Client to LSS under the applicable Proposal; and

B. where the Services under the applicable Proposal are provided on an annual basis or over a period greater than 12 months, the Service Fees paid
by the Client to LSS under the applicable Proposal in the initial 12 month
period.

12. SUPPORT

LSS will provide the following support services in relation to the Products (and where applicable the Services) made available in an on-line mode via the LSS Website:

(a) Telephone and email access to a Help Desk during normal working hours (AEST/AEDST) to assist users in accessing a Product;

(b) Target response time for incidents raised will be twenty-four hours from the time that the incident is logged by LSS.

13. ASSIGNMENT

Client shall not assign, sublicense or otherwise dispose of the Products, the Documentation, the Services or the Data or any interest therein or encumber any of them without the prior written consent of LSS, which may be given or withheld in its discretion.

14. DOCUMENTATION UPDATES

LSS shall inform Client of relevant changes to the Documentation and Client shall use its best efforts to implement enhancements, updates and corrections to them as required by law or as notified by LSS.

15. FORCE MAJEURE

LSS shall be under no liability to Client or any Participant in respect of anything which, apart from this provision, may constitute breach of an Agreement or these Terms and Conditions arising by reason of force majeure, namely, circumstances beyond the control of LSS which shall include (but shall not be limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil
commotion, including acts of government and parliamentary authority; inability to supply materials or support; the breakdown of equipment and labour disputes of whatever nature and for whatever cause arising including (but without prejudice to the generality of the foregoing) work to rule, overtime bans, strikes and lockouts and whether between either of the parties hereto and any or all of its employees and/or any other employer
and any or all of its employees and/or between any two or more groups of employees (and whether of either of the parties hereto or any other
employer).

16. TERMINATION

16.1 If:

(a) Client materially breaches any of its obligations hereunder or under an Agreement; or

(b) an act or omission by the Client’s personnel or a Participant or a Participant’s personnel which if done by the Client would be a breach by the Client of these Terms and Conditions or an Agreement,

and Client fails to remedy such breach within 30 days of written notice, LSS may, in addition to any other remedies it may have, at its option terminate any or all of the then current Agreements.

16.2 If LSS materially breaches any of its obligations hereunder or under an Agreement and LSS fails to remedy such breach within 30 days of written notice (or such longer period having regard to the nature and complexity of the breach), Client may, in addition to any other remedies it may have, at its option terminate any or all of the then current Agreements.

16.3 In addition to the provisions for termination as provided in clauses 16.1 and 16.2, either party may by notice in writing to the other party at
its option, terminate any or all of the then current Agreements, in whole or with respect only to the support, if any of the following events shall occur:

(a) if the other party, being a body corporate shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), shall call a meeting of its creditors, or shall have a receiver or insolvency administrator of all or any of its
undertakings or assets appointed, or shall be deemed by law to be unable to pay its debts;

(b) if the other party, being an individual shall die or, being a firm or partnership shall be dissolved or in any case shall commit any act of bankruptcy or have a receiving order made against him/it or shall make or negotiate for any composition or arrangement with or assignment for the benefit of his/its creditors.

16.4 Subject to clause 7.2 above, within one month after the date of termination of an Agreement or determination at the end of the Term of an Agreement, Client shall return to LSS or destroy, the original and all copies, in whole or part, in any form, including partial copies of the Products, the Documentation and of LSS’s Confidential Information and whether in the hands of Participants, the Client or their respective personnel or any authorised third party, and an officer of Client shall certify to the foregoing by certificate in writing delivered to LSS.

16.5 Client shall pay any accrued Fees and charges provided for in the applicable Agreement incurred prior to the date of termination. Client shall not be entitled to any refund of the Annual Licence Fee or any prepaid Service Fees. Client shall pay any shipping and handling charges necessary to return the Products, the Documentation and LSS’s Confidential Information to LSS.

16.6 Any further obligations of the parties shall cease except that the terms and conditions of clauses 5, 6, 7.5, 8, 10, 11, 16.4, 17 and 18.3 shall continue in full force and effect after termination.

17. DISPUTES

17.1 A party must not start arbitration or court proceedings (except proceedings seeking interlocutory relief) unless it has complied with this
clause 17

17.2 A party claiming that a dispute, difference or question arising out of these Terms and Conditions or an Agreement (‘Dispute’) has arisen must notify the other party giving details of the Dispute ( ‘Notification’).

17.3 Within 7 days (or any longer period agreed between the parties) after a Notification is given, the appropriate managers of each of the Client and LSS engaged in relation to an Agreement ( ‘Project Executives’) must personally or through a nominee use reasonable efforts to resolve the Dispute.

17.4 If the Project Executives cannot resolve the Dispute within 14 days after the Notification is given (or any longer period agreed between the
parties), the Project Executives must immediately refer the Dispute to the Chief Executive Officers of each party or their nominated representatives.

17.5 If the Chief Executive Officers cannot resolve the Dispute within 21 days after the Notification is given (or any longer period agreed between
the parties), the parties must refer the Dispute to:

(a) binding expert determination, if the parties agree at the time the dispute arises to resolve the Dispute by expert determination; or

(b) mediation, if the parties are unable to agree on submitting the Dispute to expert determination in accordance with paragraph (a).

17.6 The parties will attempt to agree an appropriate expert or mediator within 28 days after the Notification is given (or any longer period agreed
between the parties). If they are unable to agree, the expert or mediator will be a person nominated, at the request of either party, by the President of the Law Institute of Victoria (or the President’s nominee).

17.7 If, in relation to a Dispute, a party breaches any provision of this clause 17 the other party need not comply with those clauses in relation to that Dispute.

18. MISCELLANEOUS

18.1 LSS or its subcontractors may change these Terms and Conditions, or the Website Terms of Use from time to time including when required by law or governmental entities. LSS will provide notice to Client of changes by uploading and making available the updated version of these Terms and Conditions or the Website Terms of Use. Client’s continued use of the Products and the Services following a change will be deemed acceptance by Client of the change provided that any material change to these Terms and Conditions or the Website Terms of Use will not apply retrospectively to a claim or dispute between Client and LSS in connection with these Terms and Conditions, or the Website Terms of Use that arose prior to the date of the change.

18.2 Any notice hereunder shall be deemed to be sufficiently given when sent by registered mail to the respective addresses of the parties set forth in an Agreement or such other addresses, including electronic or facsimile addresses as set forth in an Agreement, or as may, from to time, be designated by notice from one party to the other.

18.3 Client warrants that in entering into each Agreement it has not relied on any representations made by LSS or others on behalf of LSS, which are not contained in the applicable Agreement.

18.4 These Terms and Conditions, the Website Terms of Use, and the applicable Proposal contain the entire understanding of the parties pertaining to the Products, the Licence and the Services relevant to the applicable Agreement and may not be modified except by writing, executed by authorised representatives of LSS and Client.

18.5 These Terms and Conditions, the Website Terms of Use, the applicable Proposal and each Agreement will be determined in accordance with the laws of the State of Victoria, Australia, and the parties submit to the exclusive jurisdiction of the Courts of the State of Victoria, Australia, and any courts of appeal for the State of Victoria, Australia.

Logistics Safety Solutions Pty Ltd © 2008 – 2019