Integration - Terms & Conditions 2019

**Payment Terms**

Depending on the schedule of the project, CTS reserves the right to invoice project progress claims based on CTS's progress and before the completion of the overall project.

**Corporate Technology Services (CTS) Terms and Conditions**

The following Terms and Conditions apply to this offer:
Application and Scope
(a) These Conditions apply to the Work without regard to, and to the exclusion of, the terms and conditions of the Client.
(b) The following are not included within the scope of the Work unless the definition of Work expressly includes them:
(1) items to be supplied by the Client or at the request of the Client;
(2) power or power connections;
(3) EWIS mute equipment or infrastructure;
(4) DATA, LAN/WAN active equipment or cable infrastructure;
(5) ISDN/PSTN/ISP/PAY-TV, FOXTEL, MATV equipment, lines, services or subscription costs;
(6) Client supplied computers, servers or remote access to the Client's network;
(7) lighting, luminaires, window blind equipment or control interfaces;
(8) building or ceiling works, or the making good of damage thereto;
(9) cutting, coring or drilling for installation of any audio visual cabling or audio visual floor boxes;
(10) cupboards or joinery for the housing of audio visual equipment;
(11) cable trays, conduit or ducting requirements related to audio visual infrastructure;
(12) consumables or projection lamps or filters;
(13) supply, development, production or the rebroadcast of content or media or the payment for them including licensing or subscription fees;
(14) provision of, or any ongoing updates to, operational software, antivirus software or virus definition files;
(15) registration or recording of supplied equipment or their serial numbers;
(16) providing replacement equipment should an item require repair, whether under warranty or otherwise;
(17) testing or tagging of electrical cables;
(18) provision of special installation procedures within asbestos affected areas;
(19) working at heights above 3.8m requiring elevated access;
(20) removal of existing finishes or furniture as required to access the Equipment (and
their subsequent making good) post practical completion.

Carrying out the Work
2. For as long the Client meets its obligations, CTS must carry out the Work:
(a) with due skill and care;
(b) in accordance with the specifications for the Work;
(c) using its reasonable endeavours to complete the Work in accordance with the Indicative Work Program; and
(d) unless otherwise specified in the Indicative Work Program, during the hours of 7.00 am and 5.30 pm on each weekday other than a public holiday or industry rostered day off.
3. CTS, acting reasonably, may vary the Indicative Work Program to take into account delays caused by:
(a) any default by the Client under this agreement;
(b) any Force Majeure Event;
(c) delays caused by the Client, or by any other person or entity which has not be engaged by CTS, or has been engaged by CTS at the request or direction of the Client.
CTS must promptly notify the Client of any material variation made by CTS to the Indicative Work Program which will extend the date for substantial completion of the Work. A variation of the Indicative Work Program is not a default by or a breach of CTS's obligations.
4. CTS may use subcontractors to carry out all or any part of the Work.
5. The Work can be varied if the Client and CTS agree to the variation, its cost and the terms on which it is to be carried out and its cost is to be paid.

Price and Payment
6. The Client must pay to CTS:
(a) the Contract Sum (adjusted for any Provisional Sum Work) in the way and at the times set out in the Schedule; and
(b) unless the Contract Sum is shown to include GST, or is said to be GST inclusive, GST on the Contract Sum, at the same time and in the same way as the Contract Sum is payable.
(a) CTS may vary the Contract Sum (and the Client must pay the varied Contract Sum) from time to time by any Exchange Rate Fluctuation.
(b) A certificate issued by CTS as to the amount of the Exchange Rate Fluctuation is conclusive evidence of such amount (except in the case of manifest error).
(c) Any increase in the Contract Sum due to an Exchange Rate Fluctuation must be paid by the Client to CTS in the same way and at the same time as payments of the Contract Sum are to be paid, or if there is not a time applicable, then within 7 days of demand by CTS.

Provisional Sum Work
8. Where the Contract Sum includes Provisional Sum Work then:
(a) The Client must in a timely way, instruct CTS to either proceed with the relevant work or delete that work from the Work.
(b) If any item of Provisional Sum Work is deleted from the Work then the Contract Sum is reduced by the amount allowed for that deleted item.

(c) If any item of Provisional Sum Work is to proceed then the Work will be at the cost determined by CTS and the Contract Sum will be adjusted to reflect that cost. Security
9. The Client must provide to CTS by the date of this agreement the Security as security for the Client's obligations under this agreement and:
(a) CTS is not required to commence the Work until the Security is provided; and
(b) CTS must return the Security to the Client to the extent it has not been drawn on, or enforced, where the Contract Sum and all other money payable under or in connection with this agreement (including any claim for damages) has been paid and CTS is satisfied that any money it has received is not subject to, or likely to be subject to disgorgement for any reason.

Client's Obligations
10. The Client must:
(a) obtain and provide to CTS all licences, permits, approvals and authorisations required to carry out the Work by the time reasonably required to enable the Work to be carried out in accordance with the Indicative Work Program;
(b) provide to CTS adequate access to the Site at all times nominated by CTS;
(c) ensure all contractors on the Site work cooperatively with CTS in allowing CTS to carry out the Work;
(d) ensure that at all times the Site (except where CTS has exclusive control of the Site) is safe and its occupation and use complies with all laws;
(e) ensure that at all times adequate power and water is provided at the Site to CTS at no cost to CTS; and
(f) ensure that when required by CTS, CTS has the access it needs to such computer hardware, software, infrastructure and networks to the extent reasonably necessary to carry out the Work.

Title, PPSA, Risk and Insurance
11. Title to the Equipment only passes to the Client on payment in full of the Contract Sum even if any part of the Equipment is affixed to other equipment or to a fixture or to land.
12. CTS may register its security interest in the Equipment. The Client must do what is necessary to ensure that CTS's security interests is validly registered in priority to all other security interests in the Equipment.
13. To the extent permitted by law:
(a) the Client waives it right to receive notice of verification of registration;
(b) s.95, 118, 121(4), 125, 130, 132(3)(d) 132(4) 135, 142 and 143 of the PPSA do not apply to the enforcement of CTS's security interest; and
the Client must not disclose information of the type mentioned in s.275(1) of the PPSA.
14. CTS must have current, while it is carrying out the Work, such insurance as it is required by law to have.

15. The Client:
(a) must promptly provide CTS with such information in respect of the Site and the incorporation of the Work into, or on the Site and the systems on or connected to the Site, as CTS may reasonably request from time to time; and
(b) authorises CTS to:
(1) make enquiries to credit or credit reporting agencies and debt collection firms about the Client; and
(2) supply any information CTS has about the Client to such agencies and firms.
16. On payment of the Contract Sum and all other money payable under these Conditions, CTS must provide to the Client:
(a) any manufacturer's or supplier's warranty; and
(b) any instruction, operating, servicing or maintenance booklet;
(if any) for any of the Equipment supplied by the manufacturer or the supplier.

Force Majeure
17. If CTS becomes unable by a Force Majeure Event to carry out one or more of its obligations, in whole or in part, the obligation insofar as it is affected by the Force Majeure Event is suspended during the period the Force Majeure Event continues and for a reasonable period thereafter.

Inspection and Completion
(a) CTS must notify the Client in a timely way of the expected date of substantial completion of the Work.
(b) That date may be varied by CTS.
(c) On the last date notified by CTS as the date for substantial completion, the Client may attend an inspection of the Work to identify the extent to which the Work has not been completed.
(d) CTS must complete, in a timely and diligent way, the Work that the parties agree is incomplete.

Defects Period
19. If any of the Work is found to be defective due to the workmanship of CTS, or CTS's subcontractors, (but excluding the suppliers of any Equipment), and reasonable details of the defect are provided to CTS within the Defects Period, CTS will repair that defect at CTS's cost.

Limitation of Liability
20. Except as set out in these Conditions, to the extent permitted by law:
(a) all rights, terms, conditions, warranties, and guarantees (whether expressed or implied, statutory or otherwise) relating to the Work or how it is to be carried out or the Equipment, or its sale are excluded;
(b) CTS excludes any other liability it might otherwise have to the Client whether based in contract, tort (including negligence), equity, statute or otherwise;
21. If rights, terms, conditions, warranties, guarantees or remedies are conferred on the Client which by law, cannot be excluded then these Conditions do not exclude them.
22. Where the Client is a Consumer, as defined in the Australian Consumer Law CTS's liability for breach of a term, condition, warranty, guarantee or right that cannot by law be excluded, but can be limited, it is limited, at CTS's option:
(a) in relation to any Equipment:
(1) to replacing the relevant Equipment;
(2) to repairing the relevant Equipment; or
(3) to paying to the Client the cost of repairing or replacing the relevant Equipment; and
(b) in relation to the provision of any services:
(1) to providing those services again; or
(2) to paying to the Client the cost of the provision of such services.
23. Where clause 22 does not apply and CTS's liability has not been excluded but can be limited, then CTS's liability to the Client arising out of, or in connection with this agreement (including the way it is performed and the failure to perform) whether under the law of contract, in tort, in equity, by statute or otherwise:
(a) is limited to the Liability Cap; and
(b) excludes consequential loss.

Default and Termination
24. If:
(a) the Client fails to pay any part of the Contract Sum, or any other money payable to CTS, by its due date for payment; or
(b) the Client breaches any of these Conditions; or
(c) the Client becomes insolvent, or a receiver or manager or both is appointed over
some or all of its assets, or an application is made to wind up the Client, or a liquidator
is appointed, or it proposes or effects the appointment of an administrator, then CTS may, at its discretion do one or more of the following:
(d) suspend carrying out all or any part of the Work;
(e) remove any Equipment where title to it has not passed to the Client and the Client must ensure that CTS has access to the Site to do so;
(f) where CTS has notified the Client of the default or the failure to pay and the Client has not remedied that default or failure to pay with 7 days of the notification or such longer period as may be given by CTS:
(1) enforce its security interest; or
(2) terminate this agreement; or
(3) do both;
(g) demand payment immediately of any unpaid part of the Contract Sum for the work then done and Equipment which has been ordered, as determined by CTS on a reasonable basis, and in such circumstances the Client must pay on demand the outstanding sum so determined;
(h) when Alternative A of the payment terms applies, notify the Client that Alternative B of the payment terms now applies instead and the Client must from that time comply with Alternative B of the payment terms;
(i) enforce the Security;
(j) where the Client has paid any part of the Contract Sum in advance and which has not been applied against Equipment supplied, the purchase of Video Conference Hardware or Software Support (or both), the purchase of Extended Equipment Warranty or Work done, by notice to the Client, cause the Client to forfeit and the Client does then forfeit, the lesser of:
(1) 10% of the Contract Sum; and
(2) the unapplied amount;
(k) exercise whatever other rights it has.
25. If the Client does not pay an amount owing to CTS when it is due, interest will accrue daily on the outstanding amount at the then current Reserve Bank Cash Rate Target plus 5% which interest must be paid by the Client to CTS on demand.
26. If CTS breaches any material Condition and the Client has given CTS written notice of the breach and CTS does not remedy that breach within a reasonable time, being not less than 30 days, then the Client may at any time before the breach is remedied:
(a) terminate this agreement; or
(b) exercise whatever other rights it has; or
(c) do both.

Intellectual Property
27. The Client does not acquire any right, title or interest in, or any right to use or exploit in any way, any design, copyright, intellectual property (including software and control system programs), or concept which forms part of, or is used in the Work or in its execution, other than the right to use the Equipment for its normal use.

General Indemnity
28. The Client indemnifies and agrees to keep CTS and its contractors indemnified against all losses, damages, costs and claims incurred, made or suffered in connection with any breach of this agreement by the Client, including CTS enforcing its rights, or in consequence of the Client, its agents, employees or contractors use or misuse of the Equipment or the Work, or breaching any of CTS's or any other person's rights or causing damage to any person or property.

Special Conditions
29. The Special Conditions included in the schedule or attached to these Conditions form part of these Conditions. If there is any inconsistency between the Special Conditions and other parts of the Conditions, the Special Conditions prevail.

(a) These Conditions are governed by the laws of New South Wales.
(b) The Client cannot assign its rights or benefits under these Conditions without CTS's written consent.
(c) CTS may assign its rights and obligations under these Conditions where CTS reasonably believes the assignee can meet CTS's obligations.
(d) A reference to a party includes a reference that party's successors and permitted assigns.
(e) If a provision of these Conditions is void, voidable or unenforceable, it will be severed and the remainder of the Conditions will not be affected.
(f) In the interpretation of these Conditions no rule of construction applies to disadvantage one party on the basis that it has put forward these Conditions or any them.
(g) The Client must not during the term of this agreement employ, solicit the employment or engagement of, or aid third parties in soliciting employment or engagement of any personnel of CTS without prior written consent of CTS.
(h) Notices may be given to a party at the address shown in the Schedule, or where subsequently another address is given for the purpose of notices, that address.
(i) Where any Equipment is to be repaired that repair may result in the loss of data stored on or in the Equipment.
(I) Goods presented for repair may be replaced by refurbished goods of the same type rather than being repaired. Refurbished parts may be used to repair the goods.

31. In these Conditions and in the Schedule:
Conditions means these terms and conditions and the Schedule.
Contract Sum is the amount set out in the Schedule as the Contract Sum.
Defects Period means the period set out in the Schedule as the defects period.
Defects Period Commencement means the date on which the first of the following occurs:
(a) when the Work has reached substantial completion under clause 18;
(b) when the system installed by the carrying out the Work is first available for use;
(c) when the Client or the Client's builder has taken possession of the Work;
(d) where there is a builder or project superintendent and that person has accepted that the Work has reached practical completion.
Equipment means the equipment described in the Schedule.
Exchange Rate Fluctuation means the increase above 2% in the price offered to, or accepted by CTS for any Equipment, by the supplier of that Equipment due to a change in any foreign currency exchange rate.
Force Majeure Event means act of God, war, fire, strike, lockout, trade or industrial dispute, government interference or delay, transport delays, accidents, breakdown of plant or machinery, non-delivery or shortage of equipment, supplies or labour, delay in issuing or the failure to issue any licence, permit, approval, authority or consent, or any cause beyond CTS's reasonable control.
GST has the meaning given to it in A New Tax System (Goods and Services Tax) Act 1999 and any similar tax.
Indicative Work Program means the work program set out in the program, as varied from time to time under clause 3.
Liability Cap means the amount set out in the Schedule as the Liability Cap and if no amount is set out it means $10,000.
Provisional Sum Work means the work described as such in the CTS Offer Letter. PPSA means the Personal Property Securities Act (as amended from time to time). Schedule means the schedule to this agreement.
Security means the security described in the Schedule.
Site means the site named in the Schedule.
Work means the performance of the services and the supply of the Equipment described in the Schedule opposite the heading "Work".