Exclusive Distribution Agreement – Terms and Conditions

Version 1.0 · Published 30 September 2026 · Meet PAT Pty Ltd ACN 163 544 278

These standard terms apply only when expressly incorporated by a Key Terms Schedule signed by Meet PAT Pty Ltd and the Distributor. The version identified in the signed Schedule governs that agreement; later website updates do not automatically amend it. Partner-specific commercial terms and territorial rights are recorded in the signed Schedule.

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1 Definitions and interpretation

1.1 Definitions

In this document, words beginning with a capital letter that are defined in clause 23.1 have the meaning ascribed to them in that clause.

1.2 Interpretation

The interpretational rules contained in clause 23.2 apply in the interpretation of this document.

2 Incorporation of Generic Terms

(1) The general terms and conditions of supply at https://meetpat.com/terms-and-conditions/ (Generic Terms) are incorporated only in the version identified in the signed Key Terms Schedule and provided to the Distributor before signing. In these terms, “this document” means the agreement formed by the signed Key Terms Schedule, signed Special Conditions, and this identified version of the Exclusive Distribution Agreement Terms and Conditions. It excludes the distribution overview, which is non-binding guidance.

(2) The Distributor acknowledges that it has received or had access to these terms and the identified Generic Terms before signing the Key Terms Schedule, had an opportunity to review them, and agrees to their incorporation into the agreement.

(3) The order of precedence is: signed Special Conditions; signed Key Terms Schedule; the identified version of these terms; and the identified Generic Terms. Each prevails over the next to the extent of any inconsistency. No change to website content automatically changes an existing agreement.

3 Appointment

3.1 Appointment of Distributor

(1) The Company appoints the Distributor for the Term as its exclusive distributor of the Products in the Channel and Territory on the terms and conditions set out in this document.

(2) The Distributor accepts its appointment as the exclusive distributor of the Company in the Channel and Territory on the terms and conditions of this document.

3.2 Conditional Exclusive Distributorship

(1) The Distributor acknowledges and agrees that the Distributor’s exclusive right to distributorship may be revoked by the Company, and the Company may appoint another distributor, for the Products in the Channel and Territory if:

(a) the Company determines that:

(i) the Distributor has failed to market the Products effectively within the Territory; or

(ii) the conduct of the Distributor has led to dissatisfaction amongst purchasers of the Products in the Territory; or

(b) the Distributor persistently breaches the terms of this document; or

(2) The Company will provide notice in writing to the Distributor if it elects to exercise its rights under paragraph (1).

3.3 Company’s acknowledgements

The Company acknowledges and agrees that the Distributor may advertise or sell the Products on the internet or via email if they have been granted the right to distribute the Products in the Retail Online Channel or the Wholesale Online Channel in the Schedule.

3.4 Limitations

Other than as expressly permitted in this document, the Distributor, either directly or indirectly, must not without the Company’s prior written consent (which can be withheld at any time):

(1) distribute, sell, supply or make available the Products to any third party to commercialise;

(2) sell, exploit, reproduce, lease, publish, redistribute, make error corrections to or otherwise modify, enhance, vary, adapt or create derivative Works of the Products;

(3) decompile, disassemble, decrypt, reverse engineer, or otherwise attempt to derive any of the Products, code or reduce it to human readable form or permit any third party to do so;

(4) modify any feature, operation and functionality of the Products without prior notice to the Company; or

(5) sell the Products to a third party if it competes with the Company inside the Channel and Territory.

3.5 Initial Fee (if applicable)

(1) This clause 3.5 applies if the ‘Initial Fee’ is completed in the Schedule (Initial Fee)

(2) The Distributor must pay the Initial Fee to the Company no later than ten (10) days after the Commencement Date.

(3) In consideration for the payment of the Initial Fee, the Company will provide the ‘Initial Pack’ stated in the Schedule.

3.6 Security Fee (if applicable)

(1) This clause 3.6 applies if the ‘Security Fee’ is completed in the Schedule (Security Fee)

(2) The Distributor must pay the Security Fee to the Company no later than ten (10) days after the Commencement Date.

(3) The Security Fee:

(a) will be held by the Company as security for the performance of the obligations imposed on the Distributor under this document;

(b) may be used by the Company without notice to rectify the non-payment of any monies or breach of this document by the Distributor; and

(c) will be returned to the Distributor (to the extent that it has not been used by the Company under paragraph (3)(b)) upon compliance of all obligations imposed on the Distributor after this document ends.

4 Term and Renewal

4.1 Initial Term

This document starts on the Commencement Date and ends on the End Date unless terminated earlier in accordance with clause 16 and on such date this document shall terminate automatically.

4.2 Renewal Term

(1) The Company grants the Distributor an option to renew this document for a Renewal Term on the same terms and conditions outlined in this document.

(2) The Distributor must provide notice for renewal to the Company in writing not less than three (3) months prior to the End Date if it intends to renew this document.

(3) The Company reserves the right to refuse further renewal, whether or not notice has been provided by the Distributor pursuant to paragraph (2), at any time within three (3) months before the End Date.

4.3 Holding Over of distributorship

In the event the Company continues to sell the Product to the Distributor at the expiration of the Term and the Distributor agrees to distribute the Products:

(1) the distributorship is continued on a monthly basis and on the same terms and conditions outlined in this document; and

(2) the monthly distributorship may be terminated by either party giving to the other one (1) months’ written notice which may expire on any day.

5 Forecasts and compliance

5.1 Forecasts

(1) The Distributor must provide monthly Product sales and activity reports, and update its pipeline, inventory and rolling six-month order forecast quarterly, together with a two-year outlook. An annual territory business plan must identify priority sectors, target accounts and agreed market activities. Forecasts are estimates and do not constitute accepted Purchase Orders or guarantee stock availability.

(2) The Company will assist the Distributor in the determination of these best estimate forecasts by providing any information as reasonably requested by the Distributor.

(3) The Company will use its reasonable endeavours to maintain adequate supply of the Products to the Distributor in accordance with sales forecasts and Purchase Orders.

5.2 Assistance in quality control and jurisdictional compliance

The Distributor agrees that it:

(1) has an interest in ensuring that the Products is of a reasonably high standard and consequently it will comply with any directions issued by the Company in respect of the transport, care, storage and application of the Products so as to ensure that the Products remain fit for distribution; and

(2) will notify and keep informed the Company during the Term of all:

(a) legislative, regulatory or other binding legal arrangements; and

(b) requirements of any applicable authorities with the Territory;

which impact, or may impact, on the supply of the Products within the Territory.

5.3 Change in the Products

(1) The Company may at any time:

(a) change the nature, design, ingredients, packaging, sourcing, finish, specifications or other attributes of the Products; and

(b) discontinue the sale of any part of the Products and, at its discretion, offer substitute products in place of the discontinued Products.

(2) The Distributor acknowledges and agrees that it will not make any Claim against the Company in relation to any matter set out in paragraph (1).

6 Ordering, Delivery and Supply of Products

6.1 Purchase Orders

(1) The Distributor may request in writing from the Company a certain quantity of the Products to be ordered from time to time (Distributor Order), and, within a reasonable time after receipt of a Distributor Order, the Company shall send to the Distributor a completed Quote referable to the Distributor Order including the then current list of Prices attributable to the Distributor Order.

(2) Upon receipt and acceptance of the Quote, the Distributor may issue a Purchase Order to the Company which will be in the Currency.

(3) The Company reserves the right to accept or reject a Purchase Order at its absolute discretion.

(4) The initial Purchase Order must meet the Minimum Initial Order stated in the Schedule. Any minimum for subsequent Purchase Orders applies only if expressly stated in the Schedule.

(5) Upon acceptance of the Purchase Order, the Company will:

(a) render an invoice setting out the Price of the Products the subject of the Purchase Order; and

(b) upon receipt of the required deposit in cleared funds, commence production, customisation or stock allocation for the Products specified in the Purchase Order.

(6) Once a Purchase Order is accepted, or manufacturing has commenced, then the Purchase Order cannot be cancelled or varied by the Distributor without the prior consent of the Company. If cancellation is accepted, any fees and charges paid by the Distributor are non-refundable and forfeited to the Company.

(7) The first Purchase Order must be accepted by the Company and the required deposit paid within the First Order Period stated in the Schedule.

6.2 Delivery of Product

(1) Unless otherwise agreed in writing, Products are supplied EXW the Company’s nominated Australian warehouse, Incoterms® 2020, in the quantity, pack size and configuration in the accepted Purchase Order and Quote. The Specified Delivery Address is the destination for any freight arranged on the Distributor’s behalf; it does not alter the EXW supply basis. Standard availability for collection is four weeks after receipt of the required deposit, subject to the lead time confirmed for each accepted order.

(2) The Company will act reasonably to ensure each delivery of the Products corresponds to a specific Purchase Order.

6.3 Delay of Delivery

(1) As soon as reasonably practicably after the Company becomes aware that delivery of Products may be delayed, it must notify the Distributor of the likely duration of any such delay.

(2) The Distributor cannot make any Claim against the Company where manufacture or delivery of the Products are delayed, or cannot be fulfilled, for any reason.

(3) If the Company is unable to supply Products in accordance with this clause, the Company must use reasonable endeavours to inform the Distributor of the delay and supply the Products when it is able to do so.

6.4 Acknowledgements

(1) The Distributor acknowledges and agrees that the Company:

(a) may vary, improve or modify any Product during the Term;

(b) may vary or increase the Price of the Product during the Term;

(d) has absolute discretion with respect to the volume and types of Products it supplies to the Distributor.

(2) The Company agrees to offer the Distributor first right of refusal of exclusively distributing any New Products in the Channel and Territory provided the Distributor is not in breach of this document and has maintained its exclusive distributorship rights under this document.

6.5 Price and Invoicing

The Company must give the Distributor at least ninety (90) days’ written notice of any increase to the Price. An increase does not alter the confirmed Price of an accepted Purchase Order. The agreed distributor tier and annual purchase commitment are stated in the Schedule; any project discount or rebate requires prior written agreement.

6.6 Transport Costs

(1) Unless otherwise agreed in writing, the Distributor is responsible for collection, loading, export arrangements, freight, transit insurance, import clearance, duties, taxes and delivery to the final destination under the agreed EXW supply basis.

(2) Delivery costs will be included on the invoice rendered by the Company to the Distributor, unless the Distributor has made its own arrangements in that regard.

6.7 Payment

For each Purchase Order, the Distributor must pay the Invoice to the Company under this document:

(1) in accordance with the ‘Payment Terms’ stated in the Schedule.

(2) in the Currency;

(3) in cleared funds to such account as the Company nominates; and

(4) without any set-off, counterclaim or deduction, except as required by law or expressly approved by the Company in writing. The Distributor bears bank and intermediary charges; rebates and warranty claims do not authorise unilateral deductions.

6.8 Taxes

(1) The Distributor remains solely responsible for complying with all applicable accounting, Tax and other laws.

(2) GST and any other Taxes and duties that may be applicable in Australia will be added to the Price.

(3) The distribution of the Product by the Distributor does not constitute the receipt of accounting, legal, financial, tax, payroll or any other professional advice from the Company.

6.9 Interest

If the Distributor fails to make any payment as required by this document, the Distributor must pay interest at the rate of 3% above the then cash rate target of the Reserve Bank of Australia on any outstanding amount from the due date of payment until the outstanding amount is paid in full.

6.10 Set Off

The Company may deduct or set off from any payments to the Distributor by any amount the Distributor owes the Company or any amount which relates to a claim for money which the Company may have against the Distributor, whether for damages or otherwise.

7 Risk and Title

7.1 Title

Title to the Products passes to the Distributor upon the full payment of each Invoice relevant to those Products.

7.2 Transfer of Risk

Risk in the Products passes to the Distributor when they are made available, unloaded, for collection at the nominated Australian warehouse under EXW Incoterms® 2020, unless another delivery term is expressly agreed in writing. Any freight arranged by the Company on the Distributor’s behalf does not alter this risk allocation.

8 Marketing obligations

8.1 General obligations

The Distributor acknowledges and agrees that:

(1) the Company may undertake marketing activities to promote the Products or make decisions as to the style, type and geographic coverage of advertising of the Products without prior written consent from the Distributor (including within the Territory);

(2) it will use its best endeavours to market and sell the Products within the Territory;

(3) it will not price the Products at an amount that causes the Products to be uncompetitive in the Territory;

(4) any promotional material produced by the Distributor for distribution within the Territory or any Channel must:

(a) align with the Company’s marketing initiatives, brand and style guides as provided from time to time;

(b) comply with any quality standards, specifications or requirements set by the Company pertaining to the use of reproduction of Trade Marks;

(d) receive written approval by the Company prior to its use; and

(e) contain the following disclosure:

“[INSERT NAME OF DISTRIBUTOR] is a licensed distributor of Meet PAT Pty Ltd (Australia)”

8.2 Specific Marketing Obligations (if applicable)

(1) This clause 8.2 applies if ‘Specific Marketing Obligations’ are stated in the Schedule.

(2) The Distributor, at its cost, must undertake the Specific Marketing Obligations during the Term.

9 Insurances and indemnities

9.1 Required Insurances

The Distributor, at its cost, must effect and maintain insurance covers in respect of the Products (covering all risks usually insured against).

9.2 Certificates of Currency

The Distributor must produce the certificates of insurance to the Company at any time during the Term.

9.3 Insurance Coverage

All insurance policies must:

(1) be obtained from a reputable insurer;

(2) name the Company as an additional insured;

(3) protect both the Distributor and the Company and require the insurer to defend both parties in any action;

(4) provide cover in relation to product recalls in connection with the Products distributed by the Distributor to Clients; and

(5) provide cover of not less than AUD$20,000,000 in respect of any single insurable event.

9.4 Indemnity

(1) The Distributor indemnifies and holds harmless the Company and promises to keep the Company indemnified against any Loss, Claim, action, settlement, award, judgement, expense or damage or whatsoever kind or nature and howsoever arising that the Company might suffer as a result of any use of the Product by the Distributor, its employees, agents, officers or representatives.

(2) The Distributor shall indemnify the Company against any Claim made by any third party in connection with:

(a) the distribution of the Product by the Distributor that has not been authorised by the Company;

(b) loss suffered or incurred by the Company arising out of a claim of infringement of Intellectual Property by the Distributor;

(c) the inclusion of any Improvements or additions to the Product by the Distributor that has not been authorised by the Company;

(d) a breach of this document by the Distributor; or

(e) a breach of any warranty given by it under this document.

(3) The Distributor’s obligations pursuant to this clause include retention and payment of attorneys and payment of court costs, as well as settlement at the Distributor’s expense and payment of judgments.

10 Duties and obligations of the Company

10.1 General obligations

(1) The Company agrees to supply and make available the Product to the Distributor on the terms of this document solely for the purposes of distribution by the Distributor.

(2) The Company reserves its right to determine the method, time, manner and means by which the Products will be supplied.

10.2 Promotional assistance

The Company may provide the Distributor with:

(1) the Marketing Materials;

(2) the Sales Data;

(3) ongoing assistance to the Distributor to increase brand awareness and provide sales support;

(4) a Recommended Retail Price (RRP) for the Products for recommendation purposes only and the Distributor may resell the Product within the Territory on a case-by-case manner and determine its own RRP;

(5) access to an online portal, which contains marketing information, such as promotional, branding and instruction material; and

(6) assistance as the Distributor may reasonably request from time to time.

10.3 Approvals

The Company will cooperate with the Distributor to obtain all product certifications and requirements in relation to the Products which supply drinking water in the Territory.

10.4 Provision of Support Services

(1) The Distributor is responsible for all complaints or enquiries from Clients as to any Defects and will be the sole contact in relation to all Client complaints.

(2) If a Client requires the First Level Support Services, the Distributor must:

(a) provide the First Level Support Services and ensure that all of its employees that provide First Level Support Services to Customers are suitably qualified and adequately trained in the operation of the Product and Software; or

(b) negotiate with the Company for the Company to provide the First Level Support Services for an Additional Fee.

(3) The Company will provide the Second and Third Level Support Services.

10.5 Availability and provision of Support Services

The parties agree that Support Services referred to in clause 10.4 will be provided:

(1) by the Distributor during the business hours of the relevant geographical location of the Client;

(2) by the Company during the business hours of the Company only unless otherwise agreed by the Company; and

(3) provided in the most efficient and cost-effective method as determined by the Company.

10.6 Defects

If at any time during the Term, a Client believes there is a Defect in the Product such that the Product does not operate in accordance with the Manuals, then the following applies:

(1) the Client will notify the Distributor of the Defect;

(2) upon the notification referred to in paragraph (1), the Distributor shall endeavour to remedy the Defect via the provision of First Level Support Services in a reasonable timeframe;

(3) if the Distributor is unable to remedy the Defect through the First Level Support Services the Distributor will:

(a) complete and submit the Review Form; and

(b) notify the Company of the extent and parameters of the Defect.

(4) the Review Form must contain the following information:

(a) an overview of the Defect including the details of any reproducible errors;

(b) the scope of the Support Services to be performed; and

(5) the Company shall investigate and upon verification that the Product is Defective, and where the Product is protected under a Product Warranty, will arrange for the Defect to be rectified or the Product replaced without additional charge to the Client;

(6) The Distributor will maintain communication with Customers about the remedy of Defects including how Defects are remedied;

(7) the Company is not responsible to repair or fix Defects caused by anyone other than the Company, including the Distributor, Client or a third party or to the extent that a Defect is caused from any of the exclusions set out in clause 10.7 below. In these circumstances, the parties will negotiate and agree on the appropriate and most efficient way to correct the Defect, which may include additional support services for an Additional Fee;

(8) where a Distributor is responsible for a Defect, the distributor is responsible for all costs associated with Defect rectification.

10.7 Exclusion for Defects

Neither the Distributor nor the Company are responsible for fixing Defects caused by any means other than by their own respective error or mistake, including where the Defect is caused by:

(1) misuse or damage in excess of normal wear and tear;

(2) materials or finishes used or applied by a Client that are not part of the Company’s standard product range at the time of manufacture;

(3) any damage caused by reason of:

(a) connecting a water cooler, bottle filler, fountain or packaged water cooler to supply line pressures outside of the minimum/maximum supply indicated in the Manuals;

(b) operation of a water cooler, bottle filler, fountain or packaged water cooler outside of the minimum/maximum temperature range;

(4) circumstances beyond the control of the Distributor or Company including unauthorised modification or alteration of the Product or physical damage onto the product that would be covered by an external insurance policy (for example, as a result of collision or vandalism);

(5) an error or defect that does not result in the Product materially deviating from the Manuals;

(6) an equipment or network fault including internet connectivity issues and remote monitoring connectivity;

(7) any unauthorised maintenance or support services;

(8) the Client’s failure to comply with the Manuals, whether directly or indirectly including installation or maintenance errors;

(9) correction of errors or defects which are the subject of a warranty under another agreement; and/or

(10) any circumstance limited by a Product Warranty as amended from time to time.

10.8 Additional Support Services

The Parties acknowledge that the Client may require additional support services beyond the Support Services which may require additional resources to complete. The Parties will collaborate and negotiate in good faith the specifications required and any Additional Fees payable without any obligation on the Company.

11 Duties and obligations of the Distributor

11.1 Distributor’s obligations

Without limiting the Distributor’s other obligations under this document, the Distributor must throughout the Term:

(1) ensure it or its Clients obtain any required permits or approval for installation (both permanent and temporary) of the Product as required within the Territory, including but not limited to planning consent for permanent installation in public spaces;

(2) not describe itself as an agent, employee, partner or representative of the Company;

(3) distribute the Product in an ethical and professional manner;

(4) exercise professional care, skill and diligence in exercising its distribution of the Product;

(5) to be competent and knowledgeable in and conversant with all aspects of the Product including the embedded Software;

(6) use best efforts to use and apply the Marketing Materials;

(7) use commercially reasonable efforts to procure the greatest volume of sales of the Product and meet the Sales Targets;

(8) only use the Product approved by the Company in accordance with this document in the Territory and must not exploit it outside the geographical area of the Territory;

(9) not publish or upload any Product, Manual or Information including to a third party website or any third party Social Media platform without the written consent of the Company;

(10) inform the Company of any problems or complaints by its clients in writing as and when they occur;

(11) comply with any rules, ethics policies, directions and other procedures as may be supplied by the Company from time to time;

(12) promptly notify the Company if the Distributor becomes aware of the copying, unauthorised use, distribution or adaption of any Intellectual Property;

(13) comply with all applicable laws and regulations relating to the distribution of the Product in any part of the Territory;

(14) protect, preserve and enhance the goodwill and reputation of the Company and the Products;

(15) not breach any discrimination, sexual harassment, occupation health and safety, privacy or other laws;

(16) unless the Distributor receives client’s prior written consent:

(a) not access, process, or otherwise use Client Data other than as necessary to distribute the Product; and

(b) not give any of its employees, contractors, agents or third-party access to Client Data except to the extent that such individual requires access to distribute the Product and is subject to all confidentiality obligations contained in this document.

(17) provide the Company with monthly reports on Product sales and activity;

(18) upon the Company’s request, provide the Company with information regarding the Distributor’s Client List, distribution patterns, industry information, internal sales targets and that other information or material requested by the Company from time to time relating to the sales of the Products (Product Information);

(19) keep up to date with laws and certification changes within the Territory; and/or

(20) carry out its obligations under this document to the best of the Distributor’s ability.

11.2 Specific operating requirements

The Distributor must at all times during the Term:

(1) maintain facilities and employ competent staff;

(2) establish and maintain complete Client Lists;

(3) immediately refer to the Company all enquiries for the supply of the Product outside the Channel and Territory.

11.3 Liability of Sub-Contractors

The Distributor must not sub-contract or assign its distribution rights without the Company’s prior written consent. It may appoint suitably qualified local installation and service providers to perform work in accordance with the Manuals and applicable laws, while remaining responsible for their acts and omissions and its obligations under this agreement. Such appointment does not transfer territorial or distribution rights.

11.4 Sales Targets

(1) The Distributor must use its best endeavours to meet the Sales Target for each Target Period.

(2) If the Sales Target is not met for two (2) consecutive Target Periods, the Company by providing written notice to the Distributor, may:

(a) revoke the Distributor’s exclusive distributorship for the Products in the Channel and Territory. In these circumstances, the Distributor will reassume its role on a non-exclusive basis for subsequent Target Periods; or

(b) terminate this document.

(3) Where the circumstances of paragraph (2) apply, nothing in this document will prevent the Company from:

(a) appointing other distributors;

(b) marketing or selling the Products directly to Customers; or

within the Territory and/or the Channels.

11.5 Expenses

The Distributor acknowledges that it will be solely responsible for the costs involved in the distribution of the Products, including sales costs, import duties, any and all banking charges, shipping and handling costs, installation costs or other operating expenses, and other costs associated with making payment, and taxes, however designated.

Mandatory Policies

The Distributor must comply with the Mandatory Policies, including the current brand guidelines and responsible marketing principles at https://meetpat.com/the-meetpat-brand/, as notified by the Company.

12 Intellectual Property

12.1 General

(1) The Company is authorised to license the use of Intellectual Property in the Product (in part and in whole).

(2) The Distributor acknowledges and agrees that:

(a) the benefit of all the goodwill in the Intellectual Property inures to the benefit of the Company;

(b) the Distributor does not have any proprietorial right or title to the Intellectual Property;

(c) it will not adapt, distort, mutilate or otherwise take any derogatory action in relation to any Works in the Product which is prejudicial to an Author’s Moral Rights;

(d) it will include on any website, promotional material and technical systems relating to the distribution of the Product, wording as is supplied by the Company from time to time to acknowledge that the Product and Intellectual Property is owned by Company; and

(e) it will not carry out further research and development of the Product or Intellectual Property without the Company’s authorisation in writing.

(3) The Distributor must not make any Improvements or additions to the Product without the prior written approval of the Company, which may be granted or refused at the Company’s absolute discretion. All Improvements or additions to the Product shall be reported by the Distributor to the Company.

(4) If the Distributor creates any Improvement during this document, the Intellectual Property in those Improvements vests immediately in the Company and belongs exclusively to the Company.

(5) The Distributor grants to the Company the right to use images, printed matter, photographs, audio or video of the Distributor obtained during the Term in relation to the Product which may be displayed in the Company’s printed matter or on websites.

(6) Due to the valuable nature of the Intellectual Property, the Distributor acknowledges and agrees that it will not at any time including and after the expiration or termination of this document:

(a) challenge, contest or deny the validity of:

(i) the Company’s Intellectual Property Rights;

(ii) the right or title of the Company to the Company’s Intellectual Property; or

(iii) the grant of any Intellectual Property Right to the Company in respect of the Company’s Intellectual Property.

(b) do any act which may invalidate or put in dispute the validity of the Company’s Intellectual Property Rights or their registration or the Company’s claim to the ownership or use of the Intellectual Property Rights.

(7) The Company retains all rights, title and interest in and to the Product. Nothing the Distributor does in relation to the Product or distribution of the Product will transfer any:

(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or Copyright;

(b) right to use or exploit a business name, trading name, domain name, trade mark or industrial design; or

(c) thing, invention, design, system, Work or process that is the subject of a patent, registered design or Copyright or any other Intellectual Property Right (or an adaptation, Improvement, modification of such a thing, invention, design, system, Work or process).

12.2 IP licence

(1) The Company grants the Distributor a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable and limited licence to use the:

(a) the Software embedded in or associated with each Product;

(b) the Trade Marks;

(d) the Sales Data;

(e) the Marketing Material,

and other relevant product information, materials or equipment reasonably required to distribute the Products in accordance with this document (Product Licence), subject always to the terms of this document.

(2) The Distributor is authorised by the Company to use the Product Licence as follows:

(a) advertising and promoting the Products including preparing promotional materials, brochures and leaflets within the Territory;

(b) developing public relations, customer and supply relations within the Territory; and

(3) The purpose of the Product Licence granted under this clause 12.2 is limited for the purpose of the Distributor to distribute the Products to the Clients and for those reasons set out under clause 12.2(2). For the avoidance of doubt, the Product Licence is licensed only (pursuant to the terms of this document) and not sold to the Distributor.

(4) No licence of any other Intellectual Property other than those expressly granted under clause 12.2 is granted by the Company to the Distributor.

(5) The Distributor acknowledges and agrees that it does not and will not hold any propriety right or exploit any other Intellectual Property contained within the Products.

(6) The Distributor shall have no right to grant any sub-licence under this document.

(7) The Distributor further agrees that it:

(a) use its best endeavours to distribute Products under or by reference to the Trade Marks;

(b) ensure that the use and reproduction of the Trade Marks complies with any standards, specifications or requirements set by the Company;

(c) not register or use a business, company or association (whether incorporated or not) name, domain name, trade mark or social media account which is identical, substantially identical with or deceptively similar to, capable of being confused with or contains any part of the Intellectual Property anywhere in the world without the Company’s prior written consent;

(d) will not provide false or misleading information through its use of the Intellectual Property;

(e) will not use or apply the Trade Marks to any events, products or services that are beyond the scope of the Product Licence without the Company’s prior written consent;

(f) will at all times comply with all directions, instructions, requirements, samples and specifications given by the Company in respect of the use of any Intellectual Property and the standard of quality, manufacture, packaging and advertising of any goods or services under the Intellectual Property;

(g) complies with all applicable laws including that it does not use the Product Licence in way that is misleading and deceptive; and

(h) provides a notice that the Product Licence is used under licence from the Company,

(‘Standards of Quality Control’).

(8) In the event that the Company notifies the Distributor in writing that its use of the Product Licence does not comply with the requirements of the licence granted in this clause 12.2, the Distributor must immediately withdraw, remove or stop using the Product Licence.

(9) Should the Distributor fail to meet the required level for the Standards of Quality Control, the Company reserves the right to terminate this document immediately and the Company will be entitled to all remedies available for breach of this document.

12.3 Infringement

(1) During the Term, the Distributor undertakes to promptly advise the Company in writing and give particulars:

(a) of any infringement or threatened infringement, it learns of in relation to the Product Licence or otherwise to the Intellectual Property, or

(b) of any legal proceeding, threat of legal proceeding or claim which may involve the Intellectual Property including any allegation of infringement.

(2) The Company may, in its absolute discretion, then promptly institute and prosecute an action against the infringement.

(3) If an Infringement is detected, subject to any other agreement between the parties, the Company will control the Infringement proceedings. The Distributor must not take any steps, including initiating or responding to an Infringement without the consent of the Company.

(4) The Distributor acknowledges that the Company is not in any circumstances required to action an Infringement. However, if the Company decides to take action, the Company and the Distributor shall each execute all documents and do all things necessary to aid and cooperate in the prosecution of any such actions.

(5) If the Company consents to the Distributor initiating or responding to an Infringement, the Distributor must do so at its own cost. The Distributor must comply with all reasonable directions of the Company and must not make any admission, settle or compromise any action without the prior written consent of the Company.

13 Records, Meeting and Reports

(1) The Distributor must keep accurate books of accounts and records covering all transactions relating to the distribution of the Product. If requested, the Distributor must promptly provide copies of such records to the Company.

(2) The Company and the Distributor will meet to review and discuss the business of the parties including the terms of this document. The date and time of such meetings will be determined by mutual agreement between the parties.

(3) Any meeting between the parties may be conducted by meeting in person, telephone conference, video conference or any similar means of electronic, audio or audio-visual communication. Each party will be responsible for its own costs to attend the meeting.

(4) The Distributor must email to the Company a monthly email report on the business performance of the Distributor including the Product Information, sales figures and other relevant financial information with respect to the Products within seven (7) days of the last day of the month or at those other times as reasonably requested by the Company.

14 Confidentiality

14.1 Confidentiality obligations

The Company may provide the Distributor with Confidential Information during the Term of this document and the Distributor will obtain other Confidential Information through the performance of this document. The Confidential Information will be provided in accordance with the following provisions:

(1) the Confidential Information will remain the Company’s property at all times including and after the expiration or termination of this document;

(2) the Distributor must:

(a) keep the Confidential Information in confidence; and

(b) only use that Confidential Information for the purpose of performing this document;

(3) the Distributor may disclose the Confidential Information only to those of the Distributor’s employees who will need it, are bound by written confidential obligations consistent with this document and must take all necessary measures to ensure that those persons do not reveal the Confidential Information to any third parties without the Company’s prior written authorisation.

14.2 Announcements

No announcement, press release or other communication relating to the negotiations of the parties must be made without the prior written approval of the Company unless that announcement, press release or communication is required to be made by law or any order of any court, tribunal, authority or regulatory body.

14.3 Exceptions

The obligations of confidentiality under this document do not extend to information:

(1) already disclosed without a breach of an obligation of confidence owed to the Company or rightfully known;

(2) that is public knowledge without a breach of an obligation of confidence owed to the Company; or

(3) required to be disclosed by law or any order of any court, tribunal, authority or regulatory body or in connection with the enforcement of this document or by the rules of a recognised stock exchange.

14.4 Survival

This clause 14 continues despite the termination of this document.

15 Restrictive conduct

(1) The Distributor warrants that it will not during the course of this document and the Non-Compete Period, within the Territory, without the prior written consent of the Company, do any of the following:

(a) induce or attempt to induce any director, manager or employee of the Company to terminate his or her employment with the Company;

(b) solicit or persuade any person who has dealt with the Company (including as a client, referrer, contractor, supplier or employee) or who is in the process of negotiating with the Company at the termination date in relation to any business carried on by the Company, to cease doing business with the Company or reduce the amount of business which the person would normally do with the Company.

(2) Each party agrees that the terms of this clause and each divisible covenant and warranty in it are reasonable and necessary to protect the interest and property of the Company.

16 Termination

(1) This document shall commence on the Commencement Date and ends on the End Date (if applicable, on expiry of the Renewal Term), unless terminated under this clause.

(2) This document may be terminated at any time by the Company giving three (3) months’ written notice to the Distributor without cause or for convenience.

(3) This document may be terminated by the Company immediately by notice in writing to the Distributor:

(a) if there is a Notifiable Data Breach;

(b) where there is an actual or suspected infringement of Intellectual Property by the Distributor;

(c) if the Distributor breaches a term of this document and fails to remedy such breach within seven (7) days of being notified of such breach;

(d) if the Distributor fails to meet the Sales Target for two (2) consecutive Target Periods;

(e) if the Distributor dissolves, enters into a process of dissolution, has an external controller (including a liquidator, receiver, administrator or other similar insolvency specialist) appointed to it;

(f) if the Distributor (being a corporation) undergoes a Change of Control event without the prior written consent of the Company; or

(g) the Distributor ceases or notifies of its intention to cease trading as a business.

(4) Any termination of this document shall be without prejudice to the rights of the Company terminating to seek and obtain damages for any breach of this document by the Distributor.

(5) Upon termination of this document for whatever reason:

(a) the Distributor must immediately or as soon as practicable return to the Company, together with all copies, any documents provided by the Company containing the Confidential Information, Intellectual Property and Information;

(b) the Distributor must immediately cease using, and remove from any material or social media or website medium any reference to the Products and the Company;

(c) the Distributor, at its cost, must immediately return to the Company any and all Products that the Distributor has at the Specified Delivery Address or in its possession where payment for such products has not been made to the Company; and

(d) the Distributor must pay all monies due and payable by it to the Company under, or in connection with, this document.

17 Warranties and limitations

(1) The distribution of the Product is at the sole risk of the Distributor.

(2) To the fullest extent permitted by law, the Company expressly disclaims all implied warranties and conditions including without limitation implied warranties as to the merchantability and fitness for purpose of the Product. It is the Distributor’s sole responsibility to determine that the Product meets the needs of its business and circumstances or is otherwise suitable for the purposes for which it is used.

(3) The Distributor warrants and represents that it is acquiring the right to distribute the Product for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply under this document.

(4) To the maximum extent permitted by law, the Company excludes all liability and responsibility to the Distributor (or any other person) in contract, tort (including negligence), or otherwise, for any Loss (including loss of information, loss of profits, failure to realise expected profits or savings or any other commercial or economic loss of any kind) or damage resulting, directly or indirectly, from any use of, or reliance on, this document.

(5) If the Distributor suffers loss or damage as a result of the Company’s negligence or failure to comply with the terms of this document, any Claim by the Distributor arising from the Company’s negligence or failure will not exceed in respect of any one incident, or series of connected incidents, the Price in the preceding 6 months maximum.

(6) The Distributor warrants that it has not relied upon any representation made by the Company other than as set out in this document.

18 Dispute Resolution

(1) A party claiming that a dispute has arisen under this document must notify the other party giving written details of the dispute.

(2) Each party covenants with the other in good faith to take all steps necessary to attempt to resolve the dispute within ten (10) days of a notice being issued under paragraph (1).

(3) If the dispute cannot be resolved within the time stipulated in paragraph (2), then either party is free to pursue such rights and remedies available to it at law.

19 Force Majeure

(1) If the Company is wholly or partially unable to perform its obligations because of a Force Majeure Event, then:

(a) as soon as reasonably practicable after the Force Majeure Event arises, the Company must notify the Distributor of the extent to which the notifying party is unable to perform its obligations; and

(b) the Company’s obligation to perform those obligations will be suspended for the duration of the delay arising directly out of the Force Majeure Event.

(2) If a delay arising directly out of a Force Majeure Event continues for more than one (1) month, either party may terminate this document immediately by giving written notice to the other party.

20 Privacy

(1) The Distributor must comply and ensure that each of its officers, agents, servants and employees complies with:

(a) Privacy Laws relating to the collection, use, disclosure, storage or granting of access rights to Personal Information, whether or not the Client is an organisation bound by the Privacy Act;

(b) the General Data Protection Regulation (GDPR) if any Client Data contains Personal Information, including special categories of personal data or personal data related to criminal convictions and offences, related to an individual in the European Union; and

(2) The Distributor must:

(a) must comply with all reasonable instructions from the Company in relation to the security of Client Data and any security guidelines contained in the Manuals;

(b) if the Distributor is a small business operator under the Privacy Act, elect to be treated as an organisation bound by the Privacy Act during the Term of this document;

(c) immediately notify the Company if the Distributor becomes aware of any breach or alleged breach of the Distributor’s obligations under this clause and comply with any reasonable direction from the Company with respect to remedying that breach;

(d) ensure that any person to whom Personal Information is disclosed under this document, does not do or omit to do anything that would constitute a breach of this clause;

(e) not do anything or omit to do anything with the Personal Information that will cause the Company to breach its obligations under a Privacy Law;

(f) take all reasonable steps to ensure that the Personal Information is protected against misuse and loss, and from unauthorised access, modification or disclosure, including without limitation undertaking any staff training as may be required; and

(g) not transfer any Personal Information outside Australia without the Company’s prior written consent.

(3) The Distributor acknowledges and agrees that in relation to any Personal Information the Company receives from the Client:

(a) the Distributor has sought and received appropriate consent from individuals whose Personal Information may be disclosed to the Company for the purposes of this document;

(b) the Company is merely in possession of and does not manipulate, alter or control any of such Personal Information; and

(c) the Distributor releases the Company from any liability in relation to the accuracy, security or quality of the Personal Information provided to the Company.

(4) The Parties will do all things reasonably necessary to protect all Client Data from misuse including the implementation of appropriate technical and organisational measures.

(5) The Parties will comply with any obligations under Australian law and the laws relevant to each Client’s location relating to Notifiable Data Breaches.

(6) The Distributor must ensure Clients are responsible for:

(a) all activities conducted while using the Software and generating reports based on Client Data, whether authorised by the Client or not; and

(b) the back-up of all content inputted by the Client to Software.

(7) If a Client makes a request to the Distributor for the export of all its Client Data inputted into the Software at any time during the Term, the Company can assist for an Additional Fee to be negotiated and the Distributor will liaise with the Client.

(8) The Distributor may not perform any data extraction services for Clients without the Company’s prior written approval.

(9) To the extent permitted by law, the Company will not be liable or responsible for the deletion, correction, destruction, damage, loss or failure to store any data or information that may be held and stored in the Software.

21 Notices

Any demand, notice, consent, approval or other communication under this document may be made or given by a party or the solicitor for that party provided that it:

(1) is in legible writing, in English and addressed to the intended recipient; and

(2) is signed by the sender (if an individual) or by an authorised representative of the sender;

(3) is sent to the address for notice of the relevant party specified in Part 1 of the Key Terms Schedule; and

(4) is given to the addressee by:

(a) delivery in person;

(b) post to, or leaving at, that party’s address for service;

(d) sending by facsimile to the party’s address for service; and

(5) is regarded as being given by the sender and received by the addressee:

(a) if by delivery in person or by being left at the party’s address for service, upon delivery;

(b) if by post, two (2) Business Days from and including the date of posting by ordinary prepaid post in respect of an address for service within the Commonwealth of Australia and twenty one (21) Business Days in respect of other any address; or

(c) if by electronic means, on the same day that it is sent provided no error message has been received by the sender; or

(d) but if the delivery or receipt occurs on a day which is not a Business Day or at a time after 5.00pm (both the day and time being in the place of receipt) it is regarded as having been received at 9.00am on the next following Business Day.

22 General

22.1 Entire Agreement

This document forms the entire understanding and agreement between the parties as to the subject matter of this document. All previous negotiations, understandings, representations, warranties, memoranda or commitments in relation to, or in any way affecting, the subject matter of this document are superseded by this document.

22.2 Law and Jurisdiction

(1) This document shall be governed by and construed in accordance with the laws of New South Wales, Australia and the parties hereby submit to the non-exclusive jurisdiction of the Courts of New South Wales in relation to any claim or matter arising from or in connection to this document.

(2) The Company will not be prevented from taking proceedings relating this document in any other courts with jurisdiction. To the extent allowed by law, the Company may take proceedings (concurrent or otherwise) in any number of jurisdictions.

22.3 Severability

If any part of provision of this document is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part of provision.

22.4 Waiver

If either party waives any breach of the terms of this document, this will not constitute a waiver of any other breach. No waiver of any right or remedy will be effective unless in writing.

22.5 Assignment

The Distributor may not assign or transfer any rights to any other person without the Company’s prior written consent.

22.6 Amendment

This document may only be varied by written agreement of both parties. Publication of a later version of these terms or the Generic Terms does not vary an existing agreement unless both parties expressly agree in writing to adopt it.

22.7 Joint and several

Any agreement warranty representation or obligation which binds or benefits two or more persons under this document binds or benefits those persons jointly and separately.

22.8 Further assurance

Each party must promptly execute all documents and do all things that another party from time to time reasonably requests to effect, perfect or complete this document and all transactions incidental to it.

22.9 Legal costs

The parties must each pay their own costs and other expenses relating directly or indirectly to the negotiation, preparation and execution of this document and all documents incidental to it.

22.10 Successors and assigns

A person includes the trustee, executor, administrator, successor in title and assign of that person. This clause must not be construed as permitting a party to assign any right or obligation under this document.

22.11 Counterparts

This document may be executed in counterparts. All executed counterparts constitute one document. Delivery of an executed counterpart of this document by PDF (portable document format file) will be effective as delivery of a manually executed counterpart of this document.

22.12 Special Conditions (if applicable)

(1) This clause 22.12 applies if the ‘Special Conditions’ are included in the Schedule (Special Conditions).

(2) The Special Conditions prevail to the extent of any inconsistency with the provisions of this document.

(3) Any amendment to a Special Condition must be agreed in writing by both parties.

23 Definitions and interpretation

23.1 Definitions

In this document, unless the contrary intention appears:

“Affiliate” means, in relation to any entity, any other entity:

(a) that is a Related Entity;

(b) that is a Related Body Corporate of the first mentioned entity;

(d) in which the first mentioned entity holds 20% or more of the issued capital of the other entity, and any Affiliates of such other entities.

“Additional Fees” means a fee for any additional products and/or services provided by the Company under this document including services beyond the Support Services.

“Author” means a natural person who has created, written or otherwise brought into existence a copyright work or any part of it.

“Business Day” means a day other than a Saturday, Sunday or public holiday in New South Wales, Australia, on which banks in Sydney are open for business.

“Business Hours” the period from 9.00 am to 5.00 pm on any Business Day.

“Control” the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly.

“Change of Control” means, in relation to the Distributor, a direct or indirect change of control of:

(a) the power to appoint at least half of the directors to the board of directors;

(b) the power to determine substantially the conduct of the business activities;

(i) beneficial ownership of the shares of any class;

(ii) the votes attaching to the shares of any class; or

(iii) the votes able to be cast at a meeting of directors,

of the Distributor.

“Channel” means the channel or channels stated in the Schedule.

“Claim” means any claim, cost, damages, debt, expense, Liability, Loss, suit, action, demand, cause of action or proceeding of any kind irrespective of:

(a) how or when it arises;

(b) whether it is actual or contingent;

(d) whether or not it is in respect of a breach of trust or of a fiduciary or other duty or obligation; and

(e) whether or not it arises at law or otherwise.

“Client” means the Distributor’s clients.

“Client Data” means all information about the Clients, including (without limitation):

(a) any report, surveys, database, advice (in whatever form) or paperwork;

(b) information provided by a Client to the Distributor for the distribution of the Product;

(d) information concerning the usage, literage, health and sustainability of a Product which is:

(i) transmitted, received or stored in connection with; or

(ii) processed, generated, compiled or modified; or

(iii) printed and exported,

through the development, maintenance, or use of the embedded Software; and

(e) any information, material or data whether personal, sensitive or otherwise that is inputted or uploaded by the Customer into the Software

“Client List” means a list detailing all of the Clients.

“Commencement Date” means the ‘Commencement Date’ stated in the Schedule.

“Confidential Information” means all Information disclosed by a party to the other party, either before or after the Commencement Date, for or in connection with the Product, including:

(a) the terms and conditions of this document;

(b) Information that by its nature is confidential;

(d) all Information in whatsoever form, either oral or written, that is marked or identified as “Confidential”, “Secret”, “Not to be Disclosed” or “Private”;

(e) Client Data;

(f) Intellectual Property Rights;

(g) Trade Secrets or Information which is capable of protection at law or equity as confidential information; and

(h) any other Information however obtained, ascertained, discovered or derived by the Distributor whether the Information was disclosed:

(i) orally, graphically, in writing or in electronic or machine-readable form or by observation;

(ii) before, on or after the date of this document; or

(iii) as a result of any discussions between the parties concerning or arising out of this document,

but does not include any information which prior to the date of this document was lawfully in the public domain or which the Company has published, circulated or announced publicly.

“Copyright” includes any and all copyrights which may exist, either now or at any time in the future after the Commencement Date, or vest at law or be conferred by the laws in force in any part of the world in any material or documentation relating to the Product or Intellectual Property provided by the Company to the Distributor from time to time.

“Currency” means the ‘Currency’ stated in the Schedule.

“Defect” means an error in material or workmanship of the Product such that the Product does not conform with the Manuals, having regard to the purpose for which the Product was designed and the limitations stated in the Product Warranty. Defective is to be similarly construed.

“Delivery Date” means the date estimated by the Company for Products to be available for collection under the agreed EXW delivery term, or the estimated delivery date under another expressly agreed delivery term.

“Distributor Order” means the original written request for Products under clause 6.1(1).

“End Date” means the ‘End Date’ specified in the Schedule.

“First Level Support Services” means the support services to be provided by the Distributor without charge to Clients and being as follows:

(a) Be the Client interface for all issues, complaints, support and other requirements relating to the Products.

(b) Support communication for Clients via telephone and email, including in regard to the usage, installation, maintenance of Products.

(d) Resolve simple issues associated with set up, installation and configuration of Products.

(e) Distributing Manuals to Clients as required for each Product including installation reference material.

(f) Facilitating Warranty Claims in accordance with this document.

(g) Escalating issues to Second Level Support Services as required.

(h) Regularly communicate with the Company; and

(i) Support the Company in any reasonable way in order to provide support to Clients in accordance with instructions from the Company.

“Force Majeure Event” means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, cyberattack, transportation embargo, any epidemic, pandemic or other widespread health issue leading to business closure or limitations, including staff reduction, strikes by employees of a third party or act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.

“GST” means goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Improvements” means any improvements, enhancements, developments, variations, adaptations, error correction, new release or modifications to the Product (including Intellectual Property).

“Information” means all information regardless of its material form, relating to or developed in connection with:

(a) the Product;

(b) the business, technology or other affairs related to the Company or Product;

(c) marketing, strategic plans, business modelling, client lists, systems (including sales and training systems), financial and technical information (including without limitation sales figures, sales conversions, sales process and sales targets), and methodologies used by the Company;

(d) any products, systems, services, algorithms, data, source code, statistics, technology, ideas, images, concepts, know-how, techniques, designs, specifications, diagrams, models, computer modelling, functions, capabilities and designs (including without limitation, computer software, manufacturing processes or other information embodied in drawings, maps or specifications), icons, logos, data input, database, information mapping, formulae, Intellectual Property Rights, technical data or any other information of the type owned or used by, or licensed to, the Company.

“Intellectual Property” means any Intellectual Property Rights of the Company or any of its Affiliates subsisting in the Products including:

(a) the Software;

(b) the Trade Marks;

(d) the Sales Data;

(e) the Marketing Material;

(f) training programs and materials including those distributed in the course of delivering Support Services;

(g) any Information, know-how, techniques or method of manufacture associated with such Intellectual Property Rights;

(h) any other development, enhancement, or modification any part thereof including its design or functionality that may make the Software or Product more effective, useful or suitable or would in any other way render the Product more preferable in commerce

(i) or any other collateral relating to the Products.

“Intellectual Property Rights” means all rights, whether registered or unregistered or recorded or unrecorded, in or in relation to:

(a) any copyright (including future works of copyright), trade marks, designs, patents (whether or not those patents or patent applications are continued, registered, abandoned or withdrawn), circuit layouts, business and domain names, inventions, know-how and Confidential Information, database rights, software and any other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, recognised anywhere in the world;

(b) all similar or analogous rights existing under the laws of any country;

(d) any Trade Secrets,

including any Improvements expressed in whatever form including technical information, processes, procedures, methods, systems, formulae, protocols, specifications, instructions, data, documentation, materials and the right of the Company to have any Confidential Information kept confidential.

“Invoice” means the invoice rendered under clause 6.1(5)(a).

“Liability” means any debt, obligation, cost (including legal costs, deductibles or increased premiums), expense, Loss, damage, compensation, charge or liability of any kind, including those arising from third party Claims, those that are prospective or contingent and those the amount of which is not ascertained or ascertainable, and whether arising under breach of contract, in tort (including negligence), restitution, pursuant to statute or otherwise at law or in equity.

“Loss” means any cost, expense, loss, damage or Liability whether direct, indirect or consequential (including without limitation loss of information, loss of profits, failure to realise expected profits or savings or any other commercial or economic loss of any kind), present or future, ascertained or unascertained, actual, prospective or contingent, or any fine or penalty.

“Manuals” means the operating manuals and all other materials in any form or medium including information booklets, users’ manuals, programming manuals, modification manuals, flow charts, drawings, data models, functional specifications, configuration guides and software listings, which are designed to assist or supplement the understanding or application of the Products and are provided by the Company to the Distributor during the Term.

“Mandatory Policies” means the Company’s brand guidelines, responsible marketing principles and other policies expressly identified in the Schedule or notified to the Distributor in writing. Policy updates do not amend agreed commercial terms except by written agreement.

“Marketing Materials” mean any materials prepared by the Company to promote, publicise or present the Products or to assist in the distributorship of Products including brochures, leaflets, posters, letterhead, stationery, television, radio and print advertisements, whether hardcopy or electronic, that may bear the Trade Marks. For the avoidance of doubt, “Marketing Materials” does not include promotional material produced by the Distributor in accordance with clause 8.

“Moral Rights” are conferred on individual Authors under the Copyright Act 1968 (Cth) and means:

(a) a right of attribution of authorship; or

(b) a right not to have the authorship falsely attributed; or

and rights of a similar nature anywhere in the world whether existing at the date of this document or which may come into existence on or after the Commencement Date.

“New Product” means a Product that incorporates Improvements.

“Non-Compete Period” means the period commencing on the Commencement Date and ending:

(a) 24 months after the date this document ends; or

(b) 12 months after the date this document ends; or

“Notifiable Data Breach” means a data breach that is likely to result in serious harm to any of the individuals to whom the information relates.

“Personal Information” has the meaning given to it in the Privacy Act.

“Price” means the price for the Product as set out in the relevant Quote referable to a corresponding Distributor Order.

“Privacy Act” means the Privacy Act 1988 (Cth).

“Privacy Laws” means any and all applicable Australian and international laws, regulations, principles, policies and industry codes in relation to data and privacy protection, including but is not limited to the Privacy Act, the Australian Privacy Principles (APP) and the General Data Protection Regulation (GDPR).

“Privacy Policy” means the Company’s privacy policy as updated from time to time and made available at www.meetpat.com/privacy .

“Product” means the Company’s products as determined by the Company and advised to the Distributor in writing from time to time.

“Product Information” has the meaning given in clause 11.1(18).

“Product Warranty” means a guarantee by the Company pertaining to the quality and operational condition of the Product, as specified in the Manuals or at https://www.meetpat.com/terms-and-conditions/ from time to time.

“Purchase Order” means an order for the purchase of the Products by the Distributor following receipt of a Quote as set out in clause 6.1.

“Quote” means the form provided by the Company to the Distributor upon receipt of a Distributor Order setting out the Price for the Products referable to a Distributor Order.

“Related Body Corporate” has the meaning given to that term by section 9 of the Corporations Act 2001 (Cth).

“Related Entity” is given its meaning in the Corporations Act 2001 (Cth).

“Renewal Term” means the ‘Renewal Term’ stated in the Schedule.

“Review Form” means a request in writing completed by the Distributor to serve as proof of a Clients eligibility to acquire the Product Warranty of the Company, specifying the criteria for the completion of the Support Services and specifying any special considerations, conditions and the scope of any Defect.

“Schedule” means the Key Terms Schedule signed by the Company and Distributor that expressly incorporates this version of these terms.

“Sales Data” means measurable metrics for the sale of Products including revenue, purchase value, market penetration data and client profiles as determined by the Company in its discretion.

“Sales Target” means the ‘Sales target’ stated in the Schedule.

“Second Level Support Services” means the support services that will be provided by the Company if the Distributor has engaged the Company to do so and on payment of the applicable Additional Fee, and being as follows:

(a) Preparing, delivering and maintenance of Manuals, Marketing Materials and Sales Data.

(b) Fixing Defects in the Product including the repair or correction of any bugs, errors or faults in the source code of the embedded Software.

(c) Provision of instructions and information as required by the Distributor either in person, by phone, webinar or email in relation to the Product.

(d) Ongoing product development including the provision of Updates.

(e) Support communication via telephone call and email during the business hours of the Company.

(f) The delivery of new industry releases and versions of the embedded Software as determined by the Company.

(g) Regular monitoring of the technical infrastructure of the embedded Software.

(h) Systematic backup of Client Data and configuration via third party providers.

(i) Escalating issues to Third Level Support Services as required.

“Social Media” means any website or application that enables users to create and share content or participate in social networking on the Internet.

“Software” means the remote monitoring and reporting software embedded in or associated with a Product where that functionality is specified and enabled. Software, connectivity, subscriptions and reporting access are provided only to the extent included in the accepted Quote or separately agreed in writing.

“Specified Delivery Address” means the ‘Specified Delivery Address’ stated in the Schedule or as otherwise agreed between the parties in writing.

“State” means the State of New South Wales, Australia.

“Support Services” means the collective technical support, training and industry upgrade services provided for the Product, and being the First Level Support Services and if applicable the Second Level Support Services and the Third Level Support Services.

“Target Period” means each consecutive six (6) month period commencing on the Commencement Date. The Sales Target for each period is 50% of the agreed annual purchase commitment stated in the Schedule. Two consecutive Target Periods total twelve (12) months. Any shorter final period and its target must be agreed in writing.

“Tax” means any tax, levy, custom, impost, duty, charge, deduction, compulsory loan or withholding of whatever kind (together with any related interest, penalty, fine or expense) that is imposed by law or any government agency anywhere in the world.

“Term” means the period commencing on the Commencement Date and ending on the End Date, and if applicable, the expiry of the Renewal Term if that renewal is granted.

“Territory” means the geographical area being the ‘Territory’ stated in the Schedule.

“Third Level Support Services” means the support services to be provided by the Company in the event of an unresolved Defect, and being as follows:

(a) Replacing Products if applicable under the Product Warranty.

(b) Actioning other issues that are not Product specific for Clients by providing consulting services, the availability, scope and Additional Fees to be mutually agreed.

“Trade Marks” means the registered trade marks of the Company or its Related Entities or such other registered or unregistered trade marks the Company makes available to the Distributor from time to time.

“Trade Secrets” means all secret processes, know-how, formulae and technical information relating to the Product.

“Updates” means a new version of the Software developed by the Company, which may include Improvements, and which are distributed as determined by the Company.

“Work” means any literary, dramatic, musical or artistic work pursuant to Part III of the Copyright Act 1968 (Cth) and any Part IV subject matter such as cine-films, sound recordings, publications, television broadcasts including any rights in performances.

23.2 Interpretation

Unless the contrary intention appears, a reference in this document to:

(1) (variation or replacement) a document (including this document) includes any variation or replacement of it;

(2) (clauses) a clause, is a reference to a clause in this document;

(3) (references to statutes) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(4) (singular includes plural) the singular includes the plural and vice versa;

(5) (person) the word “person” includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association, or any governmental or regulatory authority;

(6) (executors, administrators, successors) a particular person includes a reference to the person’s executors. administrators, successors and substitutes (including, persons taking by novation) and assigns;

(7) (reference to a group of persons) a group of persons or things is a reference to any two or more of them jointly and to each of them individually;

(8) (dollars) monetary amounts are in the Currency stated in the Schedule unless another currency is expressly stated. Standard tier commitments are expressed in USD; any commitment in another currency and its conversion basis must be expressly agreed in the Schedule;

(9) (calculation of time) a period of time that dates from a given day or the day of an act or event is to be calculated exclusive of that day;

(10) (reference to a day) a day is to a calendar day and is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(11) (meaning not limited) the words “include”, “including”, “for example” or “such as” are not to be interpreted as words of limitation, and when such words introduce an example, they do not limit the meaning of the words to which the example relates, or to examples of a similar kind;

(12) (headings) headings are included for convenience only and are not to affect the interpretation of this document.

Version history

Version 1.0 — 30 September 2026. This is the first website-hosted version. Earlier executed agreements retain their own terms unless varied by written agreement.