Standard Terms and Conditions for the supply of products and/or the provision of services 1. DEFINITIONS 1.1. In this Agreement, the words detailed hereunder will have the meanings assigned to them unless inconsistent with the context of this Agreement. 1.2. “Agreement” means these Standard Terms and Conditions and any Application Forms, Schedules, Annexures, Attachments and Addendums hereto. 1.3. "Effective Date" means the date, notwithstanding the date of signature of this Agreement when the service is commissioned by IDFORCE for use by the Customer irrespective of whether or not the Customer uses the Services. 1.4. “EULA” means the End User License Agreement of each respective vendor. 1.5. "Services" means the services provided by IDFORCE as specified in the Schedules to this agreement including the provision of all software and equipment necessary for the provision of the Services or where no services are being provided, the supply of such software and equipment. 1.6. “Customer" means the party specified as Customer on the agreement or application form to which these terms are attached. 1.7. “GST” means Goods & Services Tax as defined in the relevant Tax Legislation. 1.8. “IDFORCE” means ID Force International Pty Ltd (company ABN: 657 473 428). 2. COMMENCEMENT AND DURATION 2.1. This Agreement will become effective on, the Effective Date and will continue in effect until terminated according to its terms. Should the Effective Date occur after the date of signature of this Agreement, nothing herein contained shall be construed as to give either party the right to cancel or rescind this Agreement before the Effective Date. 2.2. The duration period of the Services shall be specified in the relevant agreement/s or Service Specification schedules to which these terms are applied. 3. QUOTES, CHARGES AND PAYMENTS 3.1. A quotation is valid for 30 (thirty days), unless stated otherwise on the official quotation. 3.2. Prices quoted may be adjusted based on any site audit and configuration verification process, where applicable. 3.3. Unless a price has been quoted by IDFORCE , which will then apply, the price of the Services and/or products shall be the current ruling price of IDFORCE on the date that the Services and/or products are supplied /delivered to the Customer. 3.4. Any agreed price is necessarily based on the assumption that the information required in order to render the services is made available in accordance with agreed timetables, is complete and accurate and that the Customer’s key executives and personnel are available. 3.5. Any delays or other unanticipated problems caused by the Customer which are beyond the control of IDFORCE , may result in additional charges being levied against the Customer for which invoices will be raised. 3.6. All Services provided are to be billed as of the Effective Date in respect of each Service. 3.7. The Customer is responsible for and agrees to pay IDFORCE all fees for the Services, without deduction or set-off of any amount of whatsoever nature for whatsoever reason. 3.8. All prices specified exclude GST and any other taxes and duties including but not limited to regulatory surcharges, which the Customer becomes obligated to pay by virtue of the Agreement. 3.9. Prices as reflected in the quotation are based on the quoted exchange rate and charges are subject to exchange rate fluctuations where applicable. The Customer will be liable for the variance unless prior arrangements for forward cover have been agreed. 3.10. Travel and accommodation costs and any other reasonable disbursements made by IDFORCE in connection with the services rendered will be charged to the Customer at cost plus VAT. Motor vehicle travel is charged at the prevailing tax rate in the relevant jurisdiction in which Services are being rendered. This clause is only applicable when not covered specifically by the quotation. 3.11. Travel time will be recovered both ways at the same rate as the labour rate. This clause is only applicable when not covered specifically by the quotation. 3.12. All services required or goods ordered by the Customer shall be prepared on an order form and sent in the prescribed manner by mail, hand delivered or ordered via any IDFORCE digital portal to IDFORCE. On receipt of such order form by IDFORCE , such order shall be binding on the Customer. 3.13. The Customer agrees that in the event of any portion of an invoice of indebtedness being disputed, then the Customer undertakes to forthwith pay the undisputed amount of such indebtedness according to the agreed terms of credit allowed by IDFORCE. 3.14. In the event of any dispute arising as to the amount or calculation of any fee or charge to which IDFORCE is entitled, the Customer undertakes to forthwith pay the undisputed amount of such indebtedness, whereafter the dispute shall be referred to IDFORCE ’ auditors. They shall act as experts and their decision shall be final and binding on IDFORCE and the Customer. 3.15. Payment Terms:Deposit Payment - Upon the receipt of an official purchase order, 50% (fifty percent) of the Grand Total Price will be invoiced. However, any production process, supplier ordering will only commence upon receipt of the 50% deposit payment. 3.15.1. Purchase orders related to a prototype will be invoiced in full - 100% (hundred percent) and production will only commence upon receipt of the 100% payment 3.15.2. Balance Payment - The balance of the Grand Total Price (outstanding 50%) will be invoiced once the order is complete and is ready for delivery, prior to ex works. 3.15.3. Balance payment is due within (7) seven days of invoice. 3.15.4. Late payment charges will be calculated 0.5% per day after a (7) seven day grace-period. 3.15.5. Any such late payment charge shall be paid immediately by the Customer upon receiving written notification from IDFORCE advising of the amount thereof and that it has exercised its rights in terms hereof. 3.15.6. No settlement discount will be allowed. 3.15.7. Where payment is linked to services, invoices will be rendered periodically against agreed to milestones, delivery and completion of work. 3.15.8. Any credit facilities granted may be withdrawn by IDFORCE at any time on notice to the Customer and on reasonable grounds. 3.16. In the event of any default by the Customer of any provision of this agreement, the Customer hereby consents and authorises IDFORCE to furnish the name, credit record and repayment history of the Customer to any credit bureau IDFORCE may use any means to verify the information provided by the Customer including in a credit application or on an order form. 4. CUSTOMER’S OBLIGATIONS 4.1. The Customer shall comply strictly with all restrictions imposed as well as any conditions of use by an OEM (“Original Equipment Manufacturer”) and/or Vendor, where applicable and where a legal nexus in the form of a contract has been created between the Customer and such OEM and/or Vendor. 4.2. The Customer shall not commit nor attempt to commit any act or omission which directly or indirectly: 4.2.1. Damages in any way to IDFORCE’s technical infrastructure or any part thereof; 4.2.2. Impairs or precludes IDFORCE from being able to provide the Services in a reasonable and business- like manner; 4.2.3. Constitutes an abuse or malicious misuse of the Services or is calculated to have the abovementioned effect. In such an event, should IDFORCE incur expenses to remedy the situation, IDFORCE reserves the right to charge the Customer the amount necessary to cover IDFORCE’s additional expenditure. Notwithstanding the above, IDFORCE reserves the right to take any other appropriate action it may deem necessary to remedy the situation. 4.3. The Customer is prohibited from selling, reselling or otherwise dealing with the Services in any manner whatsoever. Without limitation to the aforegoing, any consideration which the Customer may receive whilst acting in breach of this prohibition shall be forfeited to IDFORCE . 4.4. The Customer is prohibited from allowing any person other than its employees or other authorised parties, access to Services through any of the Customer’s equipment, personnel and/or address. 4.5. The Customer is prohibited from modifying any equipment utilised by the Customer to receive any of the Services, in any way whatsoever, including the changing of any of the setting of the equipment. 4.6. The Customer may at any time not use the Services in contravention of any law. In particular, the Customer undertakes to familiarise itself and ensure that it is kept continuously appraised of the law in force from time to time which has any bearing on the Services and/or its use. The Customer acknowledges that IDFORCE has no obligation to assist the Customer in this regard. 4.7. The Customer, by accepting these Terms and Conditions, furthermore agrees to use any Software in accordance with the various Vendor EULA and Product Use Rights. 5. IDFORCE RESPONSIBILITIES IDFORCE will perform the services in a timely and professional manner and in accordance with best practice applicable in the information technology industry. 6. CONFIDENTIALITY 6.1. All IDFORCE staff is bound by a professional obligation not to disclose to a third party any information confidential to the Customer. The recipient of the information contained in this document, a quotation or order agrees to receive the information in confidence and to keep the information in confidence using the same degree of care as is used by the recipient to protect its own confidential information but in no event less than a reasonable degree of care. The recipient agrees to use such information only for the purposes of exercising its rights and fulfilling its obligations under this agreement. 6. INTELLECTUAL PROPERTY 1.. IDFORCE retains all copyright and other intellectual property, including moral rights in all utilities, software, solutions, designs, techniques, methods, methodologies, tools, processes, templates, data or other materials provided, created or developed by IDFORCE either before or during the rendering of services or the supply of products by IDFORCE . 2.. Where IDFORCE does development work at the specific request of and/or under the control of the Customer, ownership in such developed work will only pass to the Customer when IDFORCE has received full and final payment in respect thereof. 3.. IDFORCE further reserves the right, where fees have been invoiced and payments are outstanding, to exercise a lien in respect of those outstanding fees over any processes implemented, infrastructure, products and other solutions including any documentation relating thereto, which has been delivered to the Customer. 7. OWNERSHIP Ownership of the products sold to the Customer shall only pass once payment of such products has been made to IDFORCE in full. Risk of loss and damage in the products shall pass to the Customer upon delivery of the products in accordance with the agreed delivery terms (whether or not under the relevant Incoterms). 9. INDEMNITY 1.. The Customer hereby unconditionally and irrevocably indemnity IDFORCE and agree to indemnify and hold IDFORCE harmless against all losses, damages, claims, liability and/or costs, of whatsoever nature, howsoever and whenever arising, suffered or incurred by IDFORCE as a result of any claim instituted against IDFORCE by a third party as a result of, without limitation: 1... the Customers use of IDFORCE Services or goods other than as allowed or prescribed in this Agreement; and 2... any other cause whatsoever relating to this Agreement or the provision of Services or goods to the Customer where the Customer have acted wrongfully or failed to act when the Customer had a duty to so act. 10. LIMITATION OF LIABILITY AND WARRANTY 1.. Except as otherwise expressly provided herein to the contrary, IDFORCE will, in no event, be liable to the Customer or any third party for any loss or damage of whatsoever nature and/or however arising (including consequential, or incidental loss or damage which shall include but shall not be limited to loss of property or of profit, business, goodwill, revenue, data or anticipated savings) or for any costs, claims, demands of any nature, whether asserted against IDFORCE or against the Customer by any party, arising directly or indirectly out of the Services, their use, access, withdrawal or suspension or out of any information or materials provided or not provided, as the case may be. 2.. Subject to clause 10.1 above, the entire liability of IDFORCE and the Customer’s exclusive remedy for damages from any cause related to or arising out of this Agreement, regardless of the form of action, whether in contract or delict, will not exceed the aggregate fees and charges paid by the Customer under this Agreement for the period of 12 (twelve) months preceding the Customer’s written notice to IDFORCE in respect of such claim. 3.. The Customer hereby indemnifies IDFORCE against and holds IDFORCE harmless from any claim by any third party arising directly or indirectly out of access to or use of the Services or information obtained through the use thereof or in respect of any matter for which the liability of IDFORCE is excluded in terms of clause 10.1 above. 4.. Because of the need to conduct maintenance, repair and/or improvement work from time to time on the technical infrastructure by means of which the Services are provided, the provision of the Services may be suspended from time to time, and all liability on the part of IDFORCE of any loss or damage (whether direct or consequential) thereby incurred or for any costs, claims, or demands of any nature arising there from, is excluded, and the provisions of clause 10.1 above shall apply mutatis mutandis to such exclusion. Should the provision of the Services be suspended by IDFORCE for the purpose aforementioned for a period in excess of 48 (forty-eight) consecutive hours, IDFORCE shall give the Customer credit in an amount which represents a pro rata portion of the Customer’s basic monthly subscription fee for the month during which the said suspension occurred. 5.. IDFORCE SHALL, INSOFAR AS RELEVANT, PASS THROUGH ALL HARDWARE AND/OR SOFTWARE WARRANTIES RECEIVED FROM THIRD PARTY ORIGINAL EQUIPMENT MANUFACTURERS, LICENSORS OR AUTHORISED DISTRIBUTORS OF THE PRODUCTS, TO THE CUSTOMER. IDFORCE DISCLAIMS ALL OTHER WARRANTIES IN RELATION TO THE PRODUCTS INCLUDING AS TO FITNESS FOR PURPOSE OR MERCHANTABILITY, INSOFAR IT IS ENTITLED TO DO SO BY LAW. 6.. NON SOLICITATION i. The Customer and IDFORCE undertake to the other of them that during the course of this agreement and for a period of 12 (twelve) months following its conclusion it will not: 1. solicit or entice away any employee of IDFORCE or the Customer respectively who was actively involved in connection with this agreement; and 2. employ any such person or engage them in any other way. ii. In the event of a breach of the terms of this undertaking, the Party in breach will pay on demand, a sum equivalent to 30% of the total annual remuneration package of the employee concerned during the 12 (twelve) months prior to the breach occurring, to the other Party, as pre-estimated and liquidated damages. 7.. REQUIRED STANDARDS AND PRINCIPLES OF ETHICAL BUSINESS CONDUCT i. IDFORCE , adheres to the highest levels of lawful, ethical and responsible business conduct and it requires its subsidiaries, as well as suppliers, customers and stakeholders of IDFORCE, in their interaction with IDFORCE, to adhere to similar principles. ii. The Customer confirms that it fully subscribes to the principles of lawful and ethical business conduct. For the sake of clarity, the relevant principles are summarized as follows: 8.. Fair competition and avoidance of anti-competitive conduct 9.. Integrity in business dealings – no corruption or bribery 10.. Sustainability – no inappropriate risks for human and the environment 11.. Equal opportunities in securities trading – no insider trading 12.. Proper record keeping and accurate financial reporting – no deception 13.. Fair and respectful working conditions – no discrimination 14.. Respecting the legal rights of others – no infringement of intellectual property rights 15.. No conflicts of interest between business and personal rights 16.. Cooperation with the authorities – no misinformation 17.. Compliance with laws, regulations, rule and standards, in any jurisdiction 18.. Observance of ethical obligations without causing harm to others other than by fair commercial competitive practices 19.. Not to supply defective or dangerous products 20.. Not to improperly induce or influence someone by the provision of gifts, entertainment or other gratification 21.. To report any events or suspected events of bribery, corruption, improper inducement or influencing, or any other unlawful conduct 22.. To respect human rights and to uphold fair labour practices – no abuse of basic human rights or unfair labour practices (including child and forced labour). IDFORCE distances itself from any conduct that deviates from the principles referred to in clause12.2 and it reserves its rights not to deal with any party whose conduct is contrary to these principles. IDFORCE therefore hereby reserves the right to terminate this or any subsequent agreement forthwith in the event that any information comes to its attention which causes it to conclude in its sole opinion, that in its conduct towards IDFORCE in terms of or in connection with this agreement the Customer has engaged in an act or omission which constitutes a material breach or disregard of the above mentioned principles of lawful and ethical business conduct. Such termination shall be justified and lawful and shall not be capable of giving rise to any damages claims against or any other liability for IDFORCE . 13. FORCE MAJEURE 13.1. IDFORCE shall not be liable for non-performance under this Agreement to the extent to which the non- performance is caused by events or conditions beyond the control of IDFORCE , provided that IDFORCE makes all reasonable efforts to perform. 13.2. It is expressly recorded that for purposes of this clause the following shall be considered circumstances beyond the control of IDFORCE and the force majeure provisions shall apply:- 1... any third party service provider fault that affects the Services; and/or 2... the non-performance, inability to perform or delay in performance by a third party provider or any supplier relating to the provisioning of equipment, services and/or facilities to IDFORCE that affects the Services; and/or 3... acts or omissions of any government, government agency, provincial or local authority or similar authority, any laws or regulations having the force of law, civil strife, riots, insurrection, sabotage, acts or war or public enemy, illegal strikes, interruption of transport, lockouts, flood, storm, earthquake or fire. 4... BREACH AND TERMINATION 1. Either party may terminate this Agreement upon expiration of the initial period term by written notice delivered at least 90 (ninety) days prior to the expiration of that term. 2. After expiry of the initial term (as specified on either the Agreement, Application form or the Schedule relative to the service), either party may terminate this agreement giving 90 (ninety) days written notice. 3. Notwithstanding suspension of the Services or termination of this Agreement, the Customer shall pay IDFORCE all outstanding amounts in respect of the Services rendered during the duration of this Agreement. 4. If the Customer hereto: a. breaches any of the terms or conditions of this Agreement and fails to remedy such breach or pay such amount, as the case may be, within 7 (seven) days after the receipt of written notice from IDFORCE ; b. commits any act of insolvency; c. endeavours to compromise generally with its creditors or does or causes anything to be done which may prejudice IDFORCE ’ rights hereunder or at all; d. allows any judgement against it to remain unsettled for more than 10 (ten) days without taking immediate steps to have it rescinded and successfully prosecuting the application for rescission to its final end; or e. is placed in liquidation or under judicial management (in either case, whether provisionally or finally) or, being an individual, his estate is sequestrated or voluntarily surrendered; 5. IDFORCE shall have the right, without prejudice to any other right which it may have against the Customer, to: a. suspend or terminate the Service/s; b. treat as immediately due and payable all outstanding amounts which would otherwise become due and payable over the unexpired period of the Agreement, and to claim such amounts as well as any other amounts in arrears including interest and to cease performance of its obligations hereunder as well as under any other contract with the Customer until the Customer has remedied the breach; and/or c. cancel this Agreement; in any event without prejudice to IDFORCE’s right to claim damages. 6. The Customer shall be liable for all costs incurred by IDFORCE in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges and costs on an attorney and own client scale whether incurred prior to or during the institution of legal proceedings or if judgement has been granted, in connection with the satisfaction or enforcement of such judgement. 7. Subject to what is set out in this Clause 14.4, IDFORCE shall be entitled to suspend the provision of the Services where the Customer breaches any provision of this Agreement or where any payment to IDFORCE is overdue by more than 30 (thirty) days. 5... PRIMA FACIE PROOF 1. A certificate signed by a director of IDFORCE as to the existence and the amount of the Customer’s indebtedness to it, shall be prima facie proof of the contents and correctness thereof for all purposes, including any application for default or summary judgment in any competent court or in respect of any collection charges by a collection agent or attorney appointed by IDFORCE. 2. A signed delivery note shall constitute prima facie proof that the Services and/or products have been supplied and delivered to the Customer, whether signed by the Customer, an employee, an agent or representative of the Customer. 6... NON WAIVER No e x ten s i o n o f ti me o r a n y othe r r el a x a ti o n o f ind ul gen ce g ra n te d b y eit h e r P ar t y ( “ g ra nto r ” ) to th e o t h e r P ar t y s h a l l o pe r a t e as, o r b e dee m e d t o b e a w a i v e r b y th e g ra nto r o f a n y o f it s r igh t s th e r e le v a n t p r o v i s i o n o f t hi s a g r ee m e n t o r o f a n y o t he r p r o v i s i o n . 1 7 . G O VE RN I N G L AW A N D J U R I SD I C TI O N T hi s a g r ee m e n t s h a l l b e g o v e r n e d b y a n d c on s t r u e d i n acc o r d a n c e w it h t h e l a w s o f Australia a n d a n y di s pu t e ar i s i n g o u t o f t h i s a g r ee m e n t s h a l l b e s ub j e c t t o t h e e x c lu s i v e j u r i s d i c t i o n o f t h e Australian C ou r t s. 1 8 . C O S TS I n t h e e v en t th a t IDFORCE in s ti t u t e s leg al ac t i o n a g a i n s t th e C u s to m e r f o r w h a t s oe v e r r e as on , th e n th e C u s to m e r u nde r t a k e s t o p ay t h e l eg al c o s t s o f IDFORCE o n t h e sca l e as b et w ee n a t t o r ne y a n d C u s to m e r. 1 9 . WHOL E A G R EE M E N T T hi s a g r ee m e nt , c o n s t i t ut e s th e e n ti re a g r ee m e n t b e tw ee n t h e p ar t i e s w it h r e s p e ct t o i t s s ub j e c t ma tte r, a n d n o v ar i a t i on , a ddi t i o n , del e t i on , c on s en s u al ca n c e l l a t i o n o r am en d m en t t o a n y te r m o r c on d i t i o n he r e o f s h a l l b e v a li d o r bi n d i n g o n IDFORCE o r th e C u s to m e r un l e ss r edu c e d t o w r i t i n g a n d s i g ne d b y an a u t h o r i s e d r ep r e s e nt a ti v e o f b o t h p ar t i e s. A l l a n d a n y t e rms, c ond i ti o n s, r ep r e s e nt a ti o n s o r w arra n t ie s c o n t a i ne d i n o r o n an o r de r o r qu o t a t i o n i n a d d i t i o n t o o r i n c on fl i c t w it h t he se t e rms a n d c o n d it i on s s h a l l b e n u l l a n d v o i d a n d n o t f o rm p art o f t h i s a g r ee m e n t. 2 0 . BI N D I N G A G R EE M E N T C u s to m e r a g r ee s th a t , b y pl ac i n g it s o r de r i n w h a te v e r m ed i u m o r f o rm in c lu d i n g b y w ay o f h a nd deli v e r y , po s t , f acs i m ile , e ma il , ele c t r o n i c d a t a e x c h a ng e o r ele c t r o n i c d a t a m e ssa g e a n d w heth e r o r n o t o n a n y IDFORCE di g i t al po r t a l , a bi n di n g a g r e e m en t s h a l l c o me i n t o f o rce a n d e ff e c t , b as e d o n t he se te rms a n d c o nd it ion s, t h e q u ot a t i o n a n d t h e o r de r ( a n d n o o t h e r te r ms a n d c o nd i t i o n s un l e ss a g r ee d i n w r i t in g i n a M as te r S e r v i c e s o r s i m il ar a g r ee m e n t ) bet w ee n IDFORCE a n d t he C u s to m e r w i t h r e s pe c t t o t h e s ub j e ct ma t te r o f t h e se te rms a n d c o n di t i o n s. 2 1 . NO N EXC L U S I V ITY A N D I N DE P E N DE N T C ON T R A C T OR S 2 1 . 1 . T he re s h a l l b e n o e x c lu s i v it y bet w e e n th e P ar tie s a n d th e C u s to m e r a n d IDFORCE may c on c lu d e a g r ee m e nt s f o r th e p r o c u r e m e n t a n d sa l e o f p r o d u c t s a n d s e r v i c e s no t f o rm i n g t h e s ub j e ct ma t t e r o f thi s a g r e e m e n t f r o m a n y thi rd p ar t y w it h o u t r e s t r i c ti o n . 2 1 . 2 . T h e P ar t i e s are a n d s h a l l a t a l l ti m e s b e i n de p en d e n t c ont ra c to rs v i s -à- v i s e a c h o t he r i n r e l a t i o n t o t h i s a g r ee m e n t a n d n e i t he r P ar t y s h a l l b e a ut h o r i s e d t o act as th e a gen t o r r ep r e s e nt a ti v e o f th e o t h e r P ar t y i n a n y w ay w h a t s oe v e r o r t o b i n d t h e othe r P ar t y b y a n y m e a n s.