IMPORTANT: These terms and conditions are incorporated in every Sales Contract for the supply of Goods and Services by MOTION IT SERVICES PTY LTD (COMPANY) to Buyer.

Whenever Buyer orders or accepts Goods and Services from MOTION IT SERVICES PTY LTD, it does so on these terms and conditions, unless otherwise agreed.

Interpretation: In these terms and conditions:

“COMPANY” means Motion IT Services Pty Ltd ABN 31 147 792 596.

“Buyer” means person or entity named as the Customer in the attached or referenced schedule, proposal or quotation.

“Confidential Information” means all information of a confidential nature, in any form whether tangible or not and whether visible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this agreement and includes, without limitation, any information and material concerning the contractual or commercial dealings, financial details, products or services (current or proposed), customers, employees, internal policy, the intellectual property rights of a party or dealings under this agreement, but does not include information or material which: (a) is already in the public domain, or enters the public domain other than due to a breach of this agreement; (b) can be proven to be already known by the receiving party other than through any disclosure under this agreement; or (c) obtained from a source other than the disclosing party or authorised representatives, where that source is entitled to disclose it without an obligation of confidence.

“Delivery Address” means the address set out in the quotation.

“Delivery Date” means the date specified for Delivery on the quotation.

“Delivery” means the delivery of the Goods to the Buyer at the Delivery Address on the Delivery Date during the Buyer’s regular business hours, unless otherwise agreed. “Documentation” means any user manual or other operational documentation provided by (as applicable) the manufacturer of the Goods or the licensor of the Licensed Software, as the same may be amended or revised during the Term.

“Ex warehouse” means the Buyer, or the Buyer’s carrier, must collect the Goods from premises nominated by COMPANY On collection of the Goods risk passes to the Buyer. The Buyer must pay all freight expenses.

“Goods” means goods supplied or to be supplied by COMPANY set out in the quotation.

“Month of issue” means the month nominated as the issue date at the commencement of those terms and conditions or if no such month is nominated, the month during which the standard terms and conditions are issued.

“Implementation Services” means pre-Delivery testing to ensure Goods suitability for sale, installing the Goods set out in the quotation by rendering the Goods ready for the Buyer’s live operational use at the Delivery Addresses and, if set out in the quotation, connecting the installed Goods to the Buyer’s computer systems, migrating Buyer data and/or installation of Licensed Software and/or Buyer-provided software.

“Indent Order” means an order placed by the Buyer with COMPANY in which COMPANY must purchase Goods and or Services from a Third party and not supply COMPANY’s Standard Goods and or Services.

“Licensed Software” means the third-party licensed software (if any) set out in the quotation.

“Return of Materials Authorisation” means a notice issued by COMPANY authorising the return of specified Goods by the Buyer to COMPANY.

“Sales Contract” means these terms and conditions and the quotation relating to the sale of Goods and or Services to the Buyer.

“Services” means services performed or to be performed by COMPANY.

“Standard Goods” means Goods usually stocked by COMPANY not Goods supplied in accordance with the Buyer’s own specifications or requirements.

“Price” means the quoted price that appears on a quotation from COMPANY unless otherwise expressly agreed to in writing by COMPANY. The Price is valid for the period set out in the quotation from COMPANY unless otherwise expressly agreed to in writing by COMPANY. The Price is inclusive of the costs of packaging, insurance, and carriage of the Goods, which must be paid by COMPANY, unless otherwise agreed.

“Warranty Period” means the period set out in the quotation.

1. Supply: This agreement starts on the date the date it is signed by the last party will continue until terminated earlier in accordance with this agreement (Term). During the Term, COMPANY agrees to supply, and the Buyer agrees to purchase the Goods and Services that the Buyer orders under clause 2 in accordance with the terms and conditions of this agreement.

2. Orders: The Buyer may issue COMPANY with a Purchase Order for Goods at any time during the Term If the Buyer requests COMPANY to provide Goods or Services, COMPANY must promptly prepare a quotation in accordance with this Agreement. When the quotation has been executed by both parties, the resulting Sales Contract will form part of this agreement.

3. Packaging: All prices quoted include standard packaging. Any special packaging required by the Buyer will be charged to the Buyer at current prices. COMPANY must ensure that Goods are properly packed and secured in a manner to enable it to reach its destination in good condition. The Buyer acknowledges that packing materials are the property and responsibility of COMPANY. Unless the Buyer otherwise directs, COMPANY shall remove or otherwise dispose of the packing materials at its own expense as soon as practicable following Delivery of the Goods.

4. Payment Terms: Unless otherwise set out on a quotation, COMPANY must invoice the Buyer for each Sales Contract on the corresponding Delivery Date. The Buyer must pay undisputed invoices in full within 15 days of receipt of invoice. In the event Buyer fails to make full payment within such 15 days period, the unpaid balance of the invoice shall bear interest at the rate of 15% for each full or partial month such invoice remains unpaid for which Buyer will be liable. In the event of Motion IT Services may incurs any expense collecting a past due invoice, Buyer shall pay for all collection costs, including attorney’s fees and court costs, if any, incurred in collection.

5. Price discrepancies: If the Buyer thinks that an incorrect charge has been made for Goods and or Services, the Buyer must submit payment for the undisputed amount together with a written request for credit for the disputed amount within 14 days of the date of the invoice. Subject to any rights preserved by legislation COMPANY may, in its absolute discretion, refuse to give credit for the disputed amount if the request is not received within 14 days of the date of invoice.

6. Credit: COMPANY may refuse credit at its absolute discretion or may allow credit on Terms that COMPANY considers appropriate. Payment of credit accounts must be received strictly within the terms stated on the invoice unless otherwise expressly agreed to in writing by COMPANY. If the Buyer is in default of these payment terms COMPANY may take one or more of the following actions against the Buyer:

• Withhold supply and dispose of Goods to be supplied to the Buyer

• Institute legal action for recovery of outstanding amounts

• Terminate credit facilities and cancel any sales contracts

• Charge interest on all undisputed overdue invoices exceeding 15 days at 15% per month or one percent above the rate set by the Commonwealth Bank, on overdrafts over one hundred thousand dollars ($1,000) compounded daily (whichever is the higher).

• Take other steps available to it under those terms and conditions or otherwise refuse to perform any COMPANY will not be liable to the Buyer for any loss, damage, or expense arising directly or indirectly from COMPANY taking this action and the Buyer must indemnify COMPANY against all loss, damage, and expense (including legal fees on a solicitor/client basis) incurred by COMPANY in taking such action.

7. Delivery: Dates and times provided by COMPANY for the delivery of Goods, or the performance of Services are estimates only and COMPANY is not liable on any account for loss, damage or expense (consequential or otherwise) arising directly or indirectly out of any delay in delivery or performance. COMPANY reserves the right to deliver Goods by way of instalments. Normal payment terms apply to these instalment deliveries. On Delivery, COMPANY must provide the Buyer with the Documentation.

8. Risk: Unless otherwise agreed to in writing by COMPANY, risk in Goods passes to the Buyer on Delivery of the Goods.

9. Order Responsibility: The Buyer bears all responsibility for all orders placed.

10. Quantities: COMPANY is not liable for failure to deliver the exact number of Goods invoiced unless a written claim for short delivery is received by COMPANY within 7 days from the date of initial delivery. Requests for proof of Delivery and statements of short supply will only be considered by COMPANY if received in writing within such 7 days. No substitution or modification of the Goods or any component of the Goods may be made by COMPANY prior to delivery without the written consent of the Buyer.

11. Cancellation by the Buyer: With the prior written approval of COMPANY, the Buyer may cancel a Sales contract in whole or in part before the vendor has shipped the goods from their warehouse if the Buyer pays a 30% cancellation fee equal to the value of the cancelled Sales contract. The fee becomes immediately due and payable on cancellation. COMPANY need not approve the cancellation or alteration of any Indent Orders or other orders to be supplied by COMPANY involved Goods, which are not Standard Goods.

12. Services:

a) If the quotation requires COMPANY to provide the Buyer with Implementation or Support Services, COMPANY will use best efforts to perform the Implementation Services in accordance with any milestone dates notified to COMPANY by the Buyer.

b) If the quotation requires COMPANY to provide the Buyer with Licensed Software, COMPANY will provide the Buyer with the Licensed Software and its Documentation and any relevant support plan. COMPANY is responsible for procuring any licences, permissions, authorisations, consents and permits required for software that is installed on the Goods, other than Licensed Software which is licensed separately to the Buyer by the relevant third-party licensor.

13. Insurance:

a) COMPANY shall be insured in respect of potential liability, loss or damage arising at common law or under any statute in respect of claims for property damage, personal injury, public liability and professional indemnity relevant to the performance of COMPANY’S obligations pursuant to this agreement, for amounts not less than: (i) public liability insurance in an amount not less than $20 million (AUD) per occurrence for bodily injury, personal injury and property damage at the Delivery Address; (ii) workers’ compensation insurance in an amount not less than that prescribed by law; and (iii) professional indemnity insurance in an amount not less than $1 million (AUD) per occurrence and $10 million (AUD) in the aggregate.

b) COMPANY shall produce evidence on demand, to the satisfaction of the Buyer, of the insurance effected and maintained in accordance with this clause. COMPANY must notify the Buyer if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.

14. Compliance:

(a) The parties must comply with all applicable laws, statutes, regulations, regulatory policies, guidelines or industry codes from time to time in force (Laws), including:

i. health and safety laws;

ii. import and export laws;

iii. modern slavery laws; and

iv. all applicable anti-bribery and anti-corruption laws.

(b) Without limiting sub-clause (a) above, COMPANY must observe all health and safety rules and regulations and any other reasonable security requirements that apply to the Delivery Address from time to time and that have been communicated to it by the Buyer.

(c) The Buyer reserves the right to refuse any of COMPANY’s personnel involved in the provision of Delivery or Services access to the Delivery Address, and such access only be given to the extent necessary.

15. Warranties:

(a) COMPANY warrants that it shall at all times:

(i) it will provide all Services with due care, skill and attention;

(ii) the Documentation, and use of the Goods in accordance with this agreement, will not infringe the Intellectual Property Rights of any third party;

(iii) no virus, malware, worm, trojan horse, ransomware or other malicious software will be introduced to the Buyer’s computer systems as a result of COMPANY’s supply and installation of the Goods and Licensed Software in accordance with this agreement;

(iv) it holds title to the Goods; and

(v) the Goods are:

1. newly manufactured;

2. conform to the specifications;

3. suitable for normal use as reasonably contemplated by the Buyer;

4. of merchantable quality and fit for any purpose held out by COMPANY;

5. continue to perform at a level consistent with the specifications and any other representations made by COMPANY as to the functionality of the Goods or its suitability for a particular purpose; and

6. free from defects in design, material and workmanship.

(b) Where Goods have been procured by COMPANY from a third party, then COMPANY must also procure for, and hereby assigns to, the Buyer the benefits of warranties and representations given by the third-party manufacturer of the Goods, to the fullest extent permitted by law. These rights are in addition to the Buyer’s other rights and do not detract from Company’s obligations under the agreement.

(c) COMPANY must repair or, if necessary, replace the Goods, at its expense, within a period of 10 Business Days and reports Motion IT as soon as goods are delivered, to the extent the Goods are found to be non-compliant with the warranties in this clause during the Warranty Period. Goods replaced or repaired under this clause will comply with the warranties in this agreement (and the Warranty Period in respect of those Goods to commence from the time it is delivered to the Buyer).

(d) All Warranties are covered by manufacturers of the products so It is entirely up to Manufacturers/Vendors to repair or replace the goods after it determines that the goods are defective. Charges for repair or inspection of parts by Buyer, without prior written authorization, will be honored. Claims will not be honored on those goods further processed by Buyer if such processing results in a change of dimensions or characteristics in the goods.

(e) COMPANY does not offer any personal guarantees or warrantees as all IT Products are covered under manufacturer’s warranty period unless it is specified. However, Motion IT can offer their consultancy services to follow up with manufacturers and services is subject to standard charges. All Technical work is covered with 30 days warranty period with reports within 7 days from the date of service conducted.

(f) There are no other warranties, express or implied , either of merchantability or fitness for purpose.

16. Cash sale Accounts: COMPANY will only order Goods and or Services for cash once payment is received in advance by way of cleared funds, by payment via cheque / credit card / direct deposit in COMPANY’s account.

17. Return of Goods: The Buyer may return Goods to COMPANY for a credit on the following conditions

• The Goods are Standard Goods and were not supplied in accordance with an Indent Order;

• The Buyer has requested and obtained a Return of Materials Authorisation (RMA) from COMPANY for the Goods;

• The RMA number accompanies the Goods and the Goods correspond with those advised by the Buyer when obtaining the RMA;

• The Buyer complies with the reasonable conditions specified by COMPANY in the Return of Materials Authorisation;

• The Goods are returned within 14 days of their delivery;

• The Goods are returned at the Buyer’s expense, with all necessary freight and insurance prepaid;

• The Goods are returned in the same condition as when delivered;

• The Buyer pays COMPANY a restocking fee of 10% of the invoiced value of the

• COMPANY is entitled to deduct part or its entire fee from any credit given to the,

18. Default (Buyer): COMPANY may by written notice & without prejudice to any of its accrued rights cancel any or all Sales Contracts with the Buyer if one or more of the following occurs:

• The Buyer defaults in making any payment under any Sales Contract or fails to carry out any provision of any Sales Contract and the Buyer does not remedy that failure (where the failure is capable of remedy) within 7 days after written notice to the Buyer requesting it to do

• Execution or other process of a court or authority is levied for an amount exceeding $10000 on any of the Buyer’s property and is not satisfied, set aside or withdrawn within 7 days of its

• An order for payment is made or judgment for an amount exceeding.

• $10000 is entered or signed against the Buyer and is not satisfied within 7 days.

• The Buyer convenes a meeting of its creditors, proposes, or enters a scheme of arrangement (except for the purpose of reconstruction or amalgamation) or a composition with any of its creditors;

• An application to or order by a court to wind up the Buyer or a resolution is passed to wind up the Buyer, or notice of intention to propose a resolution to wind up the Buyer is

• A receiver or receiver and manager, or other controller as defined in section 90 of the Corporations Act 2001 is appointed in respect of the Buyer or the whole or any part of its undertakings property or assets or any steps are taken for the appointment of such a

• The Buyer is taken to have failed to comply with a statutory demand within the meaning of sec 459F of the Corporations Act 2001 or suspends payment of its debts

• The Buyer commits an act of bankruptcy or takes advantage of the provisions of Part X of the Bankruptcy Act

• An administrator of the Buyer is appointed under Part 3A of the Corporations Act 2001.

19. Default (COMPANY): Without affecting any other right or remedy available to it, the Buyer may terminate this agreement with immediate effect by giving written notice to COMPANY if COMPANY commits a material breach of this agreement and that breach is incapable of remedy or (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so. Termination of this agreement does not affect:

(a) the accrued rights, remedies, obligations or liabilities of the parties under it existing at expiry or termination; or

(b) the covenants, conditions and provisions of this Agreement which are intended or capable of having effect after the expiration or termination of this agreement.

19A. Termination for convenience (Buyer):

(a) Subject to sub-clause

(b) the Buyer may at any time in its absolute discretion, by giving COMPANY at least 30 days’ notice, terminate this agreement for convenience and without liability.

(c) Without limiting clause 11, termination of the agreement does not affect any Sales Contracts that are on foot at that time (and the terms and conditions of the agreement will continue to apply to each such Sales Contract), however the parties will not be able to enter any further Sales Contracts.

20. Intellectual property rights: Other than as expressly set out in this agreement, the sale and purchase of Goods does not confer on the Buyer any license or rights under any patent, design, copyright or trade mark belonging to or used by COMPANY.

21. Performance: Any figures or estimates given as to the performance of Goods or Services are based upon COMPANY’s experience and are such as COMPANY would expect to obtain on test. COMPANY is only liable for failure of the Goods or Services to comply with figures or estimates when those figures or estimates are guaranteed in writing within specified margins.

22. Sub-Contracting: Subject to clause 22A, COMPANY must not subcontract or otherwise arrange for another person to perform any part of this agreement or to discharge any of its obligations under any part of this agreement without the prior written consent of the Buyer

22a. Reseller Arrangement: The parties acknowledge and agree that COMPANY will not be in breach of clause 22 (and Buyer’s prior written consent will not be required) where COMPANY arranges for another person to perform part of this agreement (or to discharge any of COMPANY’s obligations under any part of this agreement) in the ordinary course of COMPANY’s business as a reseller.

23. Retention of title: Title to Goods passes from COMPANY to the Buyer:

(a) when the Buyer has paid all amounts owed to COMPANY for the respective Goods; and

(b) on replacement, in respect of Goods replaced during the Warranty Period.

The Buyer:

• must hold all such Goods in its possession or that of its employees or agents, as bailee of COMPANY;

• must in the event that any of the Goods are sold by the Buyer, act as an agent for COMPANY and the Buyer must hold the proceeds of sale on behalf of COMPANY and must pay them to COMPANY on request and any agreement by COMPANY to extend credit to the Buyer or any other indulgence does not affect the Buyer’s liability to account to COMPANY as aforesaid of the ownership of the Goods by COMPANY;

• The above provisions apply despite any agreement or arrangement under which COMPANY gives the Buyer credit.

24. Statutory Rights, Limitation of Liability: Subject to any indemnity given by COMPANY and to the extent permitted by Law, if any liability on the part of COMPANY arises to the Buyer (whether in contract, tort or otherwise) for any loss, damage, harm or injury arising out of or in any way connected with the supply of or failure to supply the Goods or performance or non-performance of the Services, COMPANY’s liability for all such loss, damage, harm or injury and for which COMPANY is or may be liable in all and any circumstances shall be limited to the $5 million.

• Subject only to clause (3) and notwithstanding any other provision of these terms and conditions COMPANY shall not be liable to the Buyer for any special, consequential, indirect loss, damage, harm or injury suffered by the Buyer or any other person arising out of or in any way connected with the provision of or failure in provision of or purported provision of the Goods including without limitation loss of market, loss of profit or loss of contract, provided that the following matters must not be considered to be consequential loss, regardless of how they might otherwise be characterised under general law to the extent they occur in connection with, or in order to remedy, COMPANY’S breach of this agreement or negligent act or omission: (i) payments made by the Buyer to Company for non-conforming Services or Goods or Licensed Software; (ii) additional fees or charges paid by the Buyer for alternative or replacement services substantially equivalent to the Services or Goods or Licensed Software, including any transition fees and expenses, incurred in transitioning to or obtaining an alternative source of supply for the Services, Goods or Licensed Software or work around solutions; (iii) costs of reconstructing, recreating or reloading any lost or damaged data; and (iv) payments made to, or fees waived which would ordinarily have been receivable from, third parties to the extent arising out of COMPANY’S breach of this agreement.

• Except as otherwise expressly provided in these conditions, and subject to clause (3), COMPANY excludes all statements, representations, warranties, conditions, promises, undertakings, covenants and other provisions whether express or implied (and whether implied by law including Act of parliament or otherwise), relating to the quotation, the Goods (whether as to their quality, fitness for any purpose, correspondence with any description or sample or otherwise) or their delivery, being provision that might otherwise form part of these conditions or any contract or be collateral to or form part of any agreement that is collateral to these conditions or any

• These terms and conditions must be read subject to the provisions of the Competition and Consumer Act 2010 (“the Act”) where such provisions cannot be To the extent that the Act permits it to do so, COMPANY limits its liability for breach of an implied condition or warranty, including any consequential loss which the Buyer sustains or incurs, as stated above.

• To the extent permitted by Law, in the case of contributory negligence, the liability of a party in contract, tort (including negligence), under statute, under an indemnity or otherwise, under or in connection with this agreement will be reduced proportionately by the extent, if any, to which the acts or omissions of the first party or those of any of its representatives caused or contributed to the relevant loss suffered or incurred by the second party.

25. Indemnity:

(a) COMPANY hereby agrees to indemnify, defend and hold harmless the Buyer from and against all losses arising from or in connection with, any of the following (including a third party claim):

(i) any claim by any third party to the extent arising out of or in connection with a breach of this agreement by COMPANY;

(ii) death of or injury to any person to the extent caused by an act or omission of COMPANY or its representatives;

(iii) damage to, or loss or destruction of, any real or tangible personal property (including any data) to the extent caused by an act or omission of COMPANY or its representatives;

(iv) any fraudulent act or omission, wilful misconduct, dishonesty or other unlawful conduct by COMPANY or its representatives;

(v) the repudiation of this agreement (in whole or in part) by COMPANY; and

(vi) any claim by a third party that the receipt or use of the Goods or Services in accordance with this agreement infringes the rights of any person (including intellectual property rights).

(b) COMPANY releases and indemnifies the Buyer against all costs and liability arising out of the presence of COMPANY’S representatives on the Buyer’s premises and against all liability for their injury or death whilst carrying out their duties pursuant to this agreement and in respect of all loss or damage to their personal effects.

26. Entire agreement: This agreement contains the entire agreement and understanding between COMPANY and the Buyer on the subject matter of these terms and conditions and supersedes any prior agreement or understanding on anything connected with that subject matter. The Sales Contract will not be subject to the Buyer’s own standard terms and conditions of purchase except to the extent that a director of COMPANY has agreed in writing to adopt those terms and conditions.

27. Variation: An amendment or variation to these terms and conditions is not effective unless it is in writing and signed by each party.

28. Waiver: Failure or delay by either party to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right by a party does not preclude either its exercise in the future or the exercise of any other power or right. A waiver is not effective unless it is in writing and in the case of a waiver by COMPANY, signed by a director of COMPANY Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

29. Severance: If anything in the Sales Contract is unenforceable, illegal or void then it is severed and the rest of these terms and conditions remains in force.

30. Governing Law: The law of New South Wales governs this agreement. COMPANY and the Buyer submit themselves to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia and agree that any lawsuit must be heard in those courts.

31. No merger: On completion or termination of this agreement, the rights and obligations of the parties set out in this agreement will not merge and any provision that has not been fulfilled remains in force.

32. Counterparts: This agreement may be executed in any number of counterparts. All counterparts taken together constitute one instrument.

33. Assignment: The Buyer may assign or novate this agreement (in whole or in part) to a Related Body Corporate (as that term is defined in the Corporations Act 2001 (Cth)) by written notice to COMPANY. Neither party may otherwise assign or novate this Agreement, in whole or part, without obtaining the prior written consent of the other party.

34. Notices: Any notice, demand, consent or other communication given or made under this agreement must be in writing and signed by a person duly authorised by the sender. If delivered by hand it will be taken to have been delivered immediately. If delivered by post, it will be taken to be delivered three working days after posting.

35. Inconsistency: To the extent of any inconsistency between any of the documents that make up this agreement, the order of priority (from highest to lowest) for the purpose of any interpretation is: (a) the quotation; (b) any attachments to or schedules of the quotation; and (c) clause 1 to 37 of the agreement.

36. New and Increased Taxes: Any increase in the direct or indirect cost to COMPANY of supplying the goods and/or services pursuant to the tender/purchase order/contract as a result of any new tax, duty or other impost or any change in the rate of any tax, duty or other impost (including by not limited to a tax relating to goods and/or services) which comes into force after the date of COMPANY ‘s tender/quotation shall be borne by the purchaser and the contract price shall be adjusted accordingly.

37. Confidentiality:

(a) A party must:

(i) only use or reproduce the Confidential Information of the other party for the purposes of performing its obligations or exercising its rights under this agreement;

(ii) use the same degree of care to protect Confidential Information of the other party as it uses to protect its own Confidential Information of a similar nature;

(iii) not disclose the Confidential Information of the other party to any person except as permitted by this agreement;

(iv) not make, assist or permit any person to make any unauthorised use, disclosure or reproduction of the other party’s Confidential Information; and

(v) co-operate with the other party in any action that the other party may take to protect the confidentiality of its Confidential Information under this agreement.

(b) A party may disclose Confidential Information of the other party only to its representatives, professional advisors, or contractors with a need to know, and who are under a written obligation (or other professional obligation) to keep such information confidential.

(c) A party may disclose Confidential Information of the other party if required to do so by Law, government agency or stock exchange having authority, subject to it giving the other party reasonable notice of any proposed disclosure (if permitted to do so by Law).