Commercial Terms & Conditions of Trade

1. The Customer engages Juncture IT Pty Limited (“Juncture IT”) to provide the facilities and perform the services set out.

2. The engagement of Juncture IT commences on the date specified.

3. Juncture IT is engaged for the period set out and if no period is set out, Juncture IT is engaged until such time as this Agreement is terminated as provided in clause 17.

4. Juncture IT is to provide services at Customer’s premises or at premises of Juncture IT as determined appropriate by Juncture IT.

5. Juncture IT will provide the services during Juncture IT ’s normal business hours (8.30am to 5.00pm) or such other hours as may be agreed in writing between Juncture IT  and the Customer.

6. PAYMENT

6.1 Juncture IT  will forward a tax invoice to the Customer for payment by the Customer.

6.2 Within the time specified in the invoice by Juncture IT  to the Customer, the Customer will pay to Juncture IT  the outstanding amount (“Juncture IT ’s normal trading terms”).

6.3 If the Customer has not paid the tax invoice within Juncture IT ’s normal trading terms, Juncture IT  may withhold the provision of further services until the invoice is paid.

7. RENEWAL

This Agreement may be renewed for a similar period to original term set out on such terms and on such conditions that Juncture IT  has in force from time to time.

8. PROVISION OF PRODUCTS

Juncture IT  may provide products directly to the Customer as specified by the Customer in writing from time to time.

9. Request for Services

When advised as appropriate by Juncture IT , the Customer will pay Juncture IT  for it’s services on a time and materials supplied basis, in accordance with the charges advised by Juncture IT  from time ‘to time’.

10. TRAVEL EXPENSES

In the event that additional travel is required to provide the services requested at any time during this agreement, travel rates will be charged additionally by Juncture IT  to the Customer.

11. FURTHER RECOMMENDED INFORMATION

Juncture IT  will provide to the Customer from time to time current information regarding:

(a) the uses of the programs;

(b) recommended modifications, new releases or updates of the programs;

(c) other relevant technical information.

12. LIMIT OF WARRANTY

Juncture IT  does not warrant that the services provided under this agreement will be sufficient to meet every contingency that may arise.

13. LIMIT OF LIABILITY

13.1 Juncture IT  is not liable for any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods, services and facilities supplied pursuant to this agreement.

13.2 The Customer warrants that it has not relied on any representation made by Juncture IT  which is not stated expressly in this agreement or upon any descriptions, illustrations or specifications contained in any document or catalogue or publicity material provided to the Customer by Juncture IT .

13.3 The Customer hereby indemnifies and holds harmless Juncture IT  and its officers, employees, contractors and agents (“those indemnified”) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by:

(a) a breach by Juncture IT  of its obligations under this agreement;

(b) any willful, unlawful or negligent act or omission by the Customer.

13.4 To the extent permitted by law Juncture IT  is not liable for any direct, indirect or consequential loss or damage or associated costs including but not limited to loss of use of data or products arising out of or in consequence of undertaking the activities envisioned in this agreement and the provision of the services and facilities set out in this agreement, whether occasioned through negligence or otherwise.

13.5 The Customer hereby indemnifies Juncture IT  and saves them harmless in the event that any action is taken against Juncture IT as a result of supplying the services and facilities set out in this agreement.

14. IMPLIED TERMS

14.1 Where legislation implies in this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Agreement. However, the liability of Juncture IT  for any breach of such condition or warranty shall be limited, at the option of Juncture IT , to one or more of the following:

(a) if the breach relates to goods:

(i) the replacement of the goods or the supply of equivalent goods;

(ii) the repair of such goods;

(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods;

or

(iv) the payment of the cost of having the goods repaired and

(b) if the breach related to services:

(i) the supplying of the services again; or

(ii) the payment of the cost of having the services supplied again.

15. OCCUPATIONAL HEALTH AND SAFTEY

Juncture IT  agrees to actively support the obligations of itself and the Customer by complying with all legislative requirements regarding occupational health and safety and anti-discrimination.

Juncture IT  agrees not to do any act which could have the effect of causing a breach of occupational health and safety and antidiscrimination legislation.

16. RELATIONSHIP OF THE PARTIES

16.1 Juncture IT ’s relationship with the Customer will be that of an independent contractor.

16.2 Nothing in this Agreement will be construed as constituting the Customer and Juncture IT  or the Customer and any other person as partners or as creating the relationship of employer and employee, master and servant or Customer and agent between the Customer and Juncture IT  and the Customer and any other person.

17. TERMINATION OF AGREEMENT

The following provisions set out the procedure for termination of this Agreement prior to the expiry of the term of this Agreement.

17.1 Normal Termination by Notice

Either party may terminate the engagement by the notice in writing set out in Item 28 to the other party with 30 days notice.

17.2 Extraordinary Termination not requiring Notice

Juncture IT  may terminate the engagement without notice to the Customer if the Customer:

(a) commits a breach of this Agreement or any policy of Juncture IT  and fails to remedy the breach to the satisfaction of Juncture IT within 14 days of receipt of such written or other notice as may be required by law; or

(b) anything which constitutes serious misconduct; or

(c) becomes bankrupt within the meaning of the Bankruptcy Act 1966; or

(d) fails or refuses to perform the duties set out in this Agreement in a competent, professional or timely fashion; or

(e) engages in conduct which is in breach of anti-discrimination legislation.

18. RECORDS

Juncture IT  will maintain full and complete records of all necessary documents necessary to provide the services which are the subject of this Agreement to the Customer and will maintain the records of the Customer in a proper manner.

19. CONFIDENTIALTY TO INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION

19.1 Juncture IT  will, during the engagement, receive information relating to the customers, clients and business of the Customer and information relating to the operations and affairs of the Customer including any Related Bodies.

19.2 During the engagement, Juncture IT  must not copy, duplicate or remove from the location of the

Customer:

(a) any information relating to the customers, clients or business of the Customer including information from computer databases, printouts, day sheets and all other records pertaining to the business of the Customer except with the permission of the Customer;

(b) any information relating to the operations and affairs of the Customer including any related bodies of the Customer.

19.3 During and after the engagement, Juncture IT  may use or disclose confidential information only:

(a) to perform the services of this Agreement;

(b) if the Customer has consented in writing; or

(c) if required by law.

19.4 Juncture IT  must keep all confidential information in a secure matter.

19.5 On demand by the Customer and at the end of the engagement, Juncture IT  must deliver to the Customer all confidential information stored electronically in any medium in the control of Juncture IT .

20. INTELLECTUAL PROPERTY

At the end of the engagement, Juncture IT  must:

(a) deliver to the Customer all intellectual property in the control of Juncture IT ;

(b) delete all intellectual property electronically in any medium in Juncture IT ’s control.

21. RECORDS

At the end of the engagement, Juncture IT  must:

(a) deliver to the Customer all those documents and records in the control of Juncture IT ;

(b) delete all those documents and records held electronically in any medium in the control of Juncture IT , which relate to the Customer.

22. RETURN OF PROPERTY

Upon termination of this Agreement, Juncture IT  must deliver to the Customer:

(a) all property belonging to or leased by the Customer in Juncture IT ’s possession and control including stationary, books, documents, records, disks, access card, keys, computer hardware, client and customer files and records, and books of account.

23. DISPUTE RESOLUTION

23.1 In the event of a dispute arising, the parties will at all times agree to take part in negotiations to settle the dispute. If the dispute cannot be resolved by agreement within 21 days of the dispute arising or within such longer period as the parties agree, the parties will appoint, by agreement a mediator to assist in the resolution of the dispute and in the absence of an agreement a mediator will be appointed by the president of the Law Society of New South Wales.

23.2 The parties agree to co-operate with the mediator in all procedural steps necessary to constitute the mediation and to participate in a bonafide discussions with the assistance of the mediator in seeking to agree on a resolution of the dispute.

24. NON-MERGER

None of the provisions on this Agreement nor any act or thing done in connection with this Agreement will operate as a merger of any of the rights and remedies of the Customer under this Agreement and the remedies of the Customer will continue in full force and effect.

25. ASSIGNMENT

This Agreement is binding on both parties and operates for the benefit of both the Customer and Juncture IT . The Customer must not assign this Agreement or any of its rights or obligations under this Agreement without Juncture IT ’s prior consent in writing. Juncture IT  may at any time assign, charge or otherwise deal with its rights under this Agreement.

26. SEVERABILITY

26.1 If any provision of this Agreement is or becomes prohibited by any applicable rule or regulation, or becomes void and enforceable, it will be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement.

26.2 Any prohibited, unlawful, void or unenforceable provision will be replaced by an allowable, lawful, effective and enforceable provision which so far as is possible will have the same economic benefit or burden for the Customer and Juncture IT  as the severed provision was intended to achieve. All obligations of Juncture IT  under this Agreement will survive the expiration or termination of this Agreement to the extent required for their full observance and performance.

27. NO WAIVER

No failure or delay by Juncture IT  to exercise any power, right or remedy under this Agreement will operate as a waiver of that power, right or remedy. No single or partial exercise of any power, right or remedy under this Agreement will preclude any other or further exercise of that power, right or remedy.

28. NOTICES

Any notice or demand to be given under the provisions of this Agreement will be deemed to be duly given or made if it is in writing and sent by prepaid post or left at the address of the other party as set out at the commencement of this Agreement. Any notice or demand sent by post will be deemed to have been received by the party to whom it is addressed on the day which in the normal course of post it would have been delivered.

29. GOVERNING LAW AND SUBMISSION TO JURISDICTION

This Agreement will be construed in accordance with the law of the State of New South Wales and the law of New South Wales will be the proper law of the contract. The parties agree to submit to the jurisdictions of the Courts of New South Wales.

30. INTERPRETATIONS

30.1 Words importing the singular number includes the plural and vice versa. Any gender include other genders. Any reference to a person includes reference to the corporation, firm, authority, government or governmental agency.

30.2 A reference to legislation or to a legislative provision include all regulations, orders, proclamations, notices or other requirements under that legislation or legislative provision. It also includes any amendment, modifications or re-enactments that legislation or legislative provision and any legislation or legislative provisions substituted for, and any statutory instrument issues under, that legislation or legislative provision.

30.3 The clause headings in and indexed to, this Agreement are for reference purposes only and do not in any way influence or affect the meaning of this Agreement.

30.4 A reference to any deed, agreement, licence, document or other instrument (including this Agreement) includes reference to that deed, agreement, licence, document or other instrument as renewed, extended, novated, varied or substituted from time to time.

30.5 A reference to any party to this Agreement or to any other deed, agreement, licence, documents or other instruments required under this Agreement or for the purposes of this Agreement includes that party’s executors, administrators, substitutes, successors and permitted assigns.

30.6 Where under or pursuant to this Agreement or anything done under this Agreement the day on or by which any act, matter or thing is to be done is not a business day such act, matter or thing must be done on the immediately succeeding business day.

30.7 Where under or pursuant to this Agreement or anything done under this Agreement the day on or by which any act, matter or thing is to be done on the 29th, 30th or 31st day of any month in which such a day does not occur, such act, matter or thing must be done on the last day of that month.

30.8 Reference to clauses are reference to clauses in this Agreement.