LOGISTICS SAFETY SOLUTIONS PTY LTD

TERMS AND 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, including any subsidiaries or related or connected entities of that entity and each of their officers, employees, contractors or representatives who are involved in the use of or access to the Products and Services.

"Commencement Date" means the date upon which the access to a Product is provided by LSS to the Client (and a Partner) 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 Partner:

(a) which by its nature is confidential;

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

(d) which the Client or a Partner knows or ought reasonably to know is confidential, which is disclosed by LSS to the Client or a Partner 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 LSS 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 by road and the CoR that applies to the Client and Partners engaged in the transporting of goods by road, including in Australia the Heavy Vehicle National Law and Regulations, Road Traffic (Administration) Act 2008 (WA) and Road Traffic (Vehicles) Act 2012 (WA) and any other similar laws in any State/Territory (or any replacement or modification thereof) and in New Zealand the Land Transport Amendment Act 2005 (or any replacement or modification thereof).

"Data" includes:

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

(b) any data and information:

i. held by LSS; or

ii. generated by a Product or the Services, relating to the Client and any Partner, (including any data or information as to the level of compliance of the Client or a Partner with the LSS Documentation or a Service); and

“Digital-channels” refers to all the avenues by which a Client, Partner, or their delegate is able to access or be contacted in relation to Products and Services offered by LSS (including the Platform).

"Fees" means:

(a) an Annual Licence Fee;

(b) a Service Fee; or

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.

“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 CoRsafe Artefacts" means the LSS Documentation developed by or on behalf of LSS comprising its analysis of the CoR Laws and a Client’s and its Partners’ CoR obligations, as may be updated and changed by or on behalf of LSS from time to time.

"LSS 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 CoRsafe Artefacts.

“LSS Group” means the LSS, NTI Limited ABN 84 000 746 109, Insurance Australia Limited trading as CGU Insurance ABN 11 000 016 722, AAI Limited Trading as Vero Insurance ABN 48 005 297 807 and any Related Body Corporate of LSS.

"Partner" 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, including their officers, employees, contractors or representatives who are involved in the use of or access to the Products and Services.

"Platform” means the website or CoRsafe Platform made available by LSS to the Client and its nominated Partners in which, subject to them being issued with login details, they are able to access the Products and Services.

"Platform Terms of Use" means the terms of use of the Platform through which the Client and each Partner (and their respective personnel) gets access to the Platform and a Product and (where applicable) in order to access and make use of the Services.

“Personnel” means the relevant party’s officers, employees, agents, advisers, contractors and subcontractors (including their respective personnel).

"Product" means:

(a) the software, tool or other product specified in one or more Proposals (including the CoRsafe platform);

(b) the LSS Documentation; and/or

"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.

“Related Body Corporate” has the meaning given in section 50 of the Corporations Act 2001 (Cth).

"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, including access to and use of the Products.

“Specific Service” refers to a single type or category of service which forms part of Services in the Proposal.

"Term" means the Initial Term and any Further Term.

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;

(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 provides the Services in each Applicable Jurisdiction through Digital-Channels.

2.2 Any use of Digital-Channels by the Client, the Client’s Personnel, a Partner or a Partner’s Personnel are subject to these Terms and Conditions and where Products and/or Services are being provided through the Platform, then also the Platform Terms of Use.

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

2.4 Each Proposal agreed to by the parties incorporates 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 Platform, the Platform Terms of Use, where each Proposal is a separate agreement (“Agreement”).

3. LICENCE OF PRODUCTS

3.1 Subject to the Client’s and any Partner’s compliance with their obligations under these Terms and Conditions and each Proposal as applicable (including the Client’s obligations to pay the Fees as and when they become due), and (where applicable) compliance with the Platform Terms of Use and the Client ensuring that the Client’s personnel, each Partner and each Partner’s Personnel and any Partner ensuring that it and the Partner’s Personnel also complies with each of them, LSS grants to the Client and any Partner and the Client and Partner accept a non-exclusive, non-transferable, limited licence for itself, its Partners (as applicable) and any third party specifically authorised by any LSS Documentation to make use of such specific LSS Documentation to use the Products and any associated Services specified in one or more Proposals and the associated LSS Documentation and Data ("Licence") for the applicable Term to the extent necessary for the Client to use the Products for the Client's Partner’s compliance with the CoR Laws in the Applicable Jurisdiction.

3.2 Where access to a Product or a Service is enabled through Digital-Channels, the Client and the Partners nominated by the Client are authorised to use the applicable Products and the associated LSS Documentation and Data via the Platform (subject to acceptance of the Platform Terms of Use).

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

4. TERM

4.1 Where a Proposal specifies a Product, LSS grants the Licence to use that Product and the associated LSS Documentation and Data for the Initial Term in the Applicable Jurisdiction unless terminated earlier in accordance with clause 16.

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 the 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 the Client gives at least twelve months written notice to LSS of its intention not to further renew the Licence or it is terminated in accordance with clause 16.

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 fullest extent permitted by law and subject to clause 5.3, any and all representations, terms, conditions or warranties implied by law, statute or custom, including but not limited to any implied warranty of merchantability or fitness for a particular purpose, and which are not expressly included in writing in these Terms and Conditions are wholly excluded. No other warranties either express or implied by law are made with respect to the Products, the Services, the LSS Documentation, the Data, the Proposal, the Licence or any Agreement.

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 where a Client or any Partner 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, these Terms and Conditions or any Agreement do not limit any rights or remedies available to a Client or Partner under the Australian Consumer Law. The Client and Partner waive all other statutory and common law guarantees:

(a) Where a Client or any Partner 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.

(b) Where the Applicable Jurisdiction is Australia, where Client or any Partner 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.

5.4 The provisions of clause 5.3 comprises the Client’s and any Partner’s sole remedy for a breach of such guarantees.

5.5 Where the Applicable Jurisdiction is New Zealand, to the fullest extent permitted by law, any and all representations, terms, conditions or warranties implied by law, statute or custom, including but not limited to any implied warranty of merchantability or fitness for a particular purpose, and which are not expressly included in writing in these Terms and Conditions, are wholly excluded. No other warranties either express or implied by law are made with respect to the Products, the Services, the LSS Documentation, the Data, the Proposal, the Licence or any Agreement.

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

5.7 LSS does not make any promise, warranty, guarantee or representation that any or all of the Products, Services or LSS Documentation or their use provide for or will result in any commercial, legal or regulatory outcomes, including without limitation that they are in conformance or compliance with any legal or statutory obligations or whether adopting, using, following or addressing the LSS Documentation or the use of the Products or the Services by the Client or any Partner will enable the Client or the Partner to successfully defend any investigation, claim, enforcement action or prosecution by a regulatory authority or a claim bought by any third party and disclaims and excludes any such liability.

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 To the extent the Client has made any pre payments of Fees in respect of a Specific Service that is offered as a part of the Services, the Client will only be able to use pre-paid amounts towards costs relating to the Specific Service for which pre-payment was provided (e.g. pre-paid amounts for audits may only be used for costs relating to audits, including costs for an auditor’s travel and accommodation).

6.6 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.

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

6.8 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. CHANGE ORDER

7.1 The parties may modify this Agreement by signing a change order (“Change Order”).

7.2 If the Client requests a change to the Services or requests a cancellation of any or all of the Services, the Client agrees to pay LSS any additional fees for the change of Services and reimburse LSS for any costs incurred by LSS to accommodate the change or cancellation.

7.3 Where a third party has been engaged to provide the Services (e.g. Auditor consultant to conduct an audit) and the third party has incurred a loss as a result of the User’s cancellation, the User agrees to pay reasonable costs incurred by the third party.

8. INTELLECTUAL PROPERTY

8.1 All right and title to the Intellectual Property in the Products, the LSS Documentation, the Data and any Services and deliverables or modifications or adaptations to any of them developed or created by LSS, the Client, a Partner 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.

8.2 The Client may make, and may authorise each nominated Partner to make, complete or partial copies of the LSS Documentation and the Data only to the extent strictly necessary for the Client or the Partner to carry out their CoR Law obligations and then solely for audit, testing and archival purposes. The 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 LSS Documentation and the Data shall appear on such copies.

8.3 The Client agrees not to remove or destroy, and will ensure that each Partner 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 LSS 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 LSS Documentation and the Data made by Client.

8.4 LSS grants the Client a non-exclusive right to place its own trademarks and logos on the LSS Documentation during the Term but only where the LSS Documentation is used for internal purposes relating to carry out the Client’s CoR Law obligations.

8.5 The Client must not and must ensure that the Client’s Personnel, each Partner and each Partner’s Personnel does not copy, reproduce or reverse engineer any part of or the entirety of a Product, any software used in a Product, any LSS Documentation or any Data.

9. CONFIDENTIALITY

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

(a) employees of or contractors to Client and of any Partner to enable Client to use the Products and the Services to meet their CoR Law obligations; and

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

9.2 The Client may only disclose 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.

9.3 The 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:

(a) reasonable steps to prevent the unauthorised disclosure of or access to the Products, LSS Documentation, Data and any other Confidential Information of LSS; and

(b) the procuring of an undertaking in favour of LSS from any employees, contractors and auditors (or the employees, contractors and auditors of a Partner) that they shall not disclose, provide or otherwise make available the LSS Products, LSS Documentation, Data and any other Confidential Information in whole or in part to any third party.

9.4 In the event of any unauthorised disclosure of Confidential Information by the Client, the Client’s Personnel, a Partner or a Partner’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.

9.5 Client acknowledges that the Products, the LSS 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 Partners to third party providers of services to the logistics and transport industry with whom LSS may have a commercial relationship). The Client will procure a similar acknowledgement from each Partner.

9.6 The Client acknowledges that LSS intends that the Client will use the Services, the Products, the LSS Documentation and the Data only in accordance with the applicable Agreement.

10. PERSONAL INFORMATION

10.1 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.

10.2 Subject to compliance with applicable laws, the 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.

10.3 The 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.

11. INDEMNITIES

11.1 Subject to clause 10.3, the Client hereby irrevocably and unconditionally waives, releases and indemnifies and agrees to keep indemnified upon demand LSS, the LSS Group and its officers, employees, agents and contractors at any level ('those indemnified') against all claims, liabilities, expenses, losses, damages and costs (including legal 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 investigation, allegation of non-compliance, enforcement action (including improvement notice, notice to produce, fine, penalty, prosecution, prohibition order, disqualification or banning order or costs (including legal costs) associated with any of the foregoing arising from or relating to any allegation or finding that the Client or a Partner has not met or complied with or is in breach of any legal or statutory obligations arising from or relating to the adoption, use, following or addressing the LSS Documentation or the use of the Products or the Services by the Client or any Partner;

(d) 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 Partner or a Partner’s Personnel; or

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

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

(e) any act or omission by the Client’s Personnel, a Partner or a Partner’s Personnel, which if done by the Client would be a breach by the Client of an Agreement, these Terms and Conditions, or the Platform Terms of Use; and

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

11.2 LSS holds any such waiver, release and indemnity as trustee for and on behalf of any of those indemnified other than LSS.

11.3 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 LSS 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 Partner and each Partner’s Personnel.

11.4 The indemnity provided by each party ('Indemnifying Party') under 10.1(d) 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.

11.5 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 Partner or any Partner’s Personnel of the Products, the LSS Documentation and/or the Services;

(b) the failure of the Client, the Client's Personnel, a Partner and each Partner’s Personnel to comply with these Terms and Conditions, the Platform 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 Partner and the Partner’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 Partner; or

(f) the Client's or a Partner’s use of any of the Products, the LSS 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).

12. LIABILITY

12.1 To the fullest extent permitted by law:

(a) LSS excludes any and 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 or for breach of these Terms and Conditions or any Agreement) for any direct or indirect or consequential expenses, losses, damages or costs (including legal 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, the Products, the Data, the LSS Documentation, a Proposal, the Licence or the provision of the Services;

(b) LSS excludes any and all liability (including liability for negligence or breach of these Terms and Conditions or any Agreement) for all expenses, losses, damages or costs (including legal costs) to the extent that such expenses, losses, damages or costs are directly or indirectly caused or contributed to by the Client, the Client's Personnel, a Partner or a Partner’s Personnel; and

(c) LSS's total cumulative liability under or in any way connected with an Agreement over the Term (and including any Further Term), these Terms and Conditions, the Products, the Data, the LSS Documentation, a Proposal, the Licence or the provision of the Services is limited to:

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

ii. where the claim relates to Services, Products or LSS Documentation or part thereof:

A. where the relevant Services, Products or LSS Documentation under the applicable Proposal are provided within a 12 month period, the Service Fees paid by the Client to LSS under the applicable Proposal in respect of the relevant Services, Products or LSS Documentation or part thereof; and

B. where the relevant Services, Products or LSS Documentation 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 in respect of the relevant Services, Products or LSS Documentation or part thereof.

For the avoidance of doubt, the limit on liability under this clause 12 will also apply to the LSS Group.

13. SUPPORT

13.1 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 Digital-Channels:

(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.

14. ASSIGNMENT

The Client shall not assign, sublicense or otherwise dispose of the Products, the LSS 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.

15. DOCUMENTATION UPDATES AND TRAINING

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

15.2 If agreed under a Proposal, the Client is permitted to use any LSS Documentation for the purposes of training its employees, contractors or representatives to meet its CoR Law obligations provided that:

a) the use of the LSS Documentation for training is limited to the Term only;

b) the Client complies with these Terms and Conditions (including but not limited to clause 8);

c) the Client complies with all directions and guidelines provided by LSS in relation to the use of the Documentation for the purposes of training.

16. FORCE MAJEURE

LSS shall be under no liability to the Client or any Partner 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).

17. TERMINATION

17.1 If:

(a) the 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 Partner or a Partner’s Personnel which if done by the Client would be a breach by the Client of these Terms and Conditions or an Agreement,

and the 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.

17.2 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), the Client may, in addition to any other remedies it may have, at its option terminate any or all of the then current Agreements.

17.3 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.

17.4 Subject to clause 7.3 above, within one month after the date of termination of an Agreement or determination at the end of the Term of an Agreement, the 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 LSS Documentation and of LSS’s Confidential Information and whether in the hands of Partners, the Client or their respective Personnel or any authorised third party, and an officer of the Client shall certify to the foregoing by certificate in writing delivered to LSS.

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

17.6 Any further obligations of the parties shall cease except that the terms and conditions of clauses 5, 7.5, 8, 10, 11, 16.4, 16.5, 17 and 18.3 shall continue in full force and effect after termination.

18. DISPUTES

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

18.2 A party claiming that a dispute, difference or question arising out of these Terms and Conditions or an Agreement ('Dispute', but not including the termination or purported termination of these Terms and Conditions or any Agreement by LSS) has arisen must notify the other party giving details of the Dispute ('Notification').

18.3 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.

18.4 If the Dispute is not resolved 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.

18.5 If the Dispute is not resolved 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 or afterwards 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).

18.6 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).

18.7 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.

19. MISCELLANEOUS

19.1 LSS or its subcontractors may change these Terms and Conditions , or the Platform Terms of Use from time to time including when required by law or governmental entities. If LSS does so, it will update the “last modified” section at the bottom of these Terms and Conditions and/or the Platform Terms of Use. The Client’s continued use of the Products and the Services following a change will be deemed acceptance by the Client of the change provided that any material change to these Terms and Conditions or the Platform 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 Platform Terms of Use that arose prior to the date of the change.

19.2 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 and, if no such addresses are notified, the respective registered business addresses of the parties or the address (including electronic or facsimile addresses) to which LSS invoices are sent to the Client.

19.3 The Client warrants that in entering into each Agreement and any Partner warrants that in using any of the LSS website, Products, Services, Data, LSS Documentation or Licence, it has not relied on any prior representations, warranties, statements or understanding made by LSS or others on behalf of LSS, which are not contained expressly in writing in the applicable Agreement.

19.4 These Terms and Conditions, the Platform Terms of Use, and the applicable Proposal contain the entire understanding of the parties pertaining to the Products, the LSS Documentation, the Data, 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.

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

Last modified: 23 October 2023

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