Terms and Conditions

SUPPLY OF VEROCARD SUBSCRIPTION SERVICES

This Customer Agreement contains the terms and conditions for supply by VG Resellers Pty Limited (ACN 644 686 260) (VG Resellers) of VeroCard Subscription Services to the person or entity specified in a Purchase Order as the customer for the purposes of this Customer Agreement (Customer).

This Customer Agreement may only be varied by VG Resellers and Customer documenting the variations in writing.

This Customer Agreement is a legally binding document between VG Resellers and Customer for the purchase of VeroCard Subscription Services from VG Resellers. Unless VG Resellers agrees otherwise in writing, this Customer Agreement governs the purchase by Customer of subscriptions for VeroCard Subscription Services.

By clicking on the “Agree” or “Accept” or similar button when placing a Purchase Order, the person undertaking that action is representing to VG Resellers that (i) they are authorised to bind Customer, (ii) Customer is agreeing that the terms of this Customer Agreement) will govern the relationship of the parties with regard to the subject matter in this Customer Agreement and (iii) Customer is waiving any rights, to the maximum extent permitted by applicable law, to make any claim against VG Resellers anywhere in the world concerning the enforceability or validity of this Customer Agreement.

If you do not have authority to agree to the terms of this Customer Agreement on behalf of Customer, or do not accept the terms of this Customer Agreement on behalf of Customer, click on the “Cancel” or “Decline” or other similar button at the end of this Customer Agreement and/or immediately cease any further attempt to install the Administration Software.

If Customer does not agree to the terms of this Customer Agreement, you may not use any of the VeroCard Subscription Services, including the VeroCards.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions in VeroCard Standard Terms & Conditions

Terms used in this Customer Agreement that are defined in the VeroCard Standard Terms & Conditions have the same meaning when used in this Customer Agreement.

1.2 Other definitions

In addition to clause 1.1, in this Customer Agreement, unless the contrary intention appears from the context:

Additional VeroCard Subscription Services has the meaning in clause 3.7(a);

Authorised End User means a person who, or entity that, uses a VeroCard Subscription Service and a VeroCard, being each of:

(a) Customer, where it or they are provided with a VeroCard and has or have registered a VeroID; and

(b) if applicable, each Customer Personnel who, by following the steps set out in this Customer Agreement, has been:

(i) provided (by or at the direction of Customer) with a VeroCard; and

(ii) is authorised by Customer to:

(A) register and has registered, a VeroID; and

(B) use the VeroGuard (VeroCard) Subscription Service;

Customer Personnel means any officer, employee, agent, representative, sub-contractor or consultant of Customer;

Customer Representative means the representative of Customer appointed under clause 2 (if applicable) as its agent to carry out the functions allotted to Customer Representative under a Supply Agreement, or such other person as Customer notifies to VG Resellers from time to time;

Dispute has the meaning in clause 14.1;

GST means a goods and services tax imposed by the GST Law;

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth ); GST Law means the GST Act and associated legislation, regulations and laws; Parties means VG Resellers and Customer and Party means either one of them;

Purchase Order means an order to acquire VeroCard Subscription Services from VG Resellers placed by Customer through the VG Resellers Website;

Supply Fees means each of the upfront and on-going fees (as applicable) payable by Customer to VG Reseller for the provision of a VeroCard Subscription Service as set out in the current Supply Fee Schedule for the VeroCard Subscription Service;

Supply Fee Schedule means the Supply Fee Schedule for a VeroCard Subscription Service which is published by VG Resellers Website, as amended from time to time;

Tax Invoice has the same meaning as given to it in the GST Act;

VeroCard Quantity means, for each Supply Agreement, the quantity of individual VeroCards that Customer intends to Activate, as set out in the Purchase Order;

VeroCard Standard Terms & Conditions means the Authorised End User Standard Terms and Conditions for using a VeroCard Subscription Service published by VeroGuard Systems as current from time to time, as posted on the VeroGuard Website;

VeroGuard Systems means VeroGuard Systems Pty Limited which is the entity that provides the VeroCard Subscription Services that are purchased from VG Resellers; and

VeroGuard Website means the website operated by VeroGuard Systems, currently located at www.veroguard.com.au.; and

VG Resellers Website means the applicable VG Resellers website, currently located at www.vgresellers.com.

1.3 Interpretation

The interpretation provisions in the VeroCard Standard Terms & Conditions apply in this Customer Agreement.

2. COMMUNICATION

(a) Each Party will appoint and maintain at all times a relationship manager who will be responsible for the day to day management of this Customer Agreement.

(b) A Party may change its relationship manager, or the contact details for that Party’s relationship manager, by giving notice to the other Party.

(c) The Parties’ respective relationship managers will meet from time to time to ensure the appropriate and efficient management of this Customer Agreement.

3. VEROCARD SUBSCRIPTION SERVICES

3.1 Available VeroGuard Subscription Services

(a) The VeroGuard Subscription Services that are available for supply to Customers at any time are listed on the VG Resellers Website.

(b) VG Resellers may make additional VeroGuard Subscription Services available for supply to Customers from time to time by updating the list of available VeroCard Subscription Services on the VG Resellers Website.

3.2 How you order a VeroCard Subscription Service

Customer may order a VeroCard Subscription Service at any time by submitting a Purchase Order in accordance with clause 5.

3.3 No supply until Supply Agreement formed

VG Resellers has no obligation to supply VeroCard Subscription Services to a Customer or any Authorised End User until Customer has executed a Purchase Order relating to those VeroCard Subscription Services under clause 5.1 and a Supply Agreement for that Purchase Order is formed.

3.4 Supply of VeroCard Subscription Services

The VeroCard Subscription Services to be supplied to Customer and its Authorised End Users under a Supply Agreement will be the VeroCard Subscription Services described in the Purchase Order provided under clause 5.1.

3.5 Terms of supply of VeroCard Subscription Services

The provision of by VG Resellers of VeroCard Subscription Services to Customer and any of its Authorised End Users under a particular Supply Agreement is subject to:

(a) the on-going payment by Customer to VG Resellers of the relevant Supply Fees; and

(b) Customer and each Authorised End User individually:

(i) successfully completing the VeroCard Activation Process; and

(ii) then continuing to comply with the VeroCard Standard Terms & Conditions.

3.6 VeroCard Subscription Services Supply Period

For each Supply Agreement, VG Resellers will procure that VeroGuard Systems supplies the VeroCard Subscription Services to Customer and each Authorised End User for the VeroCard Subscription Services Supply Period (being the period commencing from the relevant VeroCard Subscription Services Start Date and ending on the Supply Agreement End Date).

3.7 Additional VeroCard Subscription Services

(a) From time to time, Customer may require further VeroCard Subscription Services in addition to the existing VeroCard Subscription Services (Additional VeroCard Subscription Services); or

(b) To request Additional VeroCard Subscription Services, Customer must submit a new Purchase Order.

(c) Where an Additional VeroCard Subscription Service is added, a new Supply Agreement will be created for the Additional VeroCard Subscription Services.

3.8 Variation of VeroCard Subscription Services

(a) From time to time, Customer may request that VG Resellers provide, and VG Resellers may agree to provide, a variation to an existing VeroCard Subscription Service through the addition of a quantity of VeroCards to add to the VeroCard Quantity ( VeroCard Subscription Service Variation).

(b) To request a VeroCard Subscription Service Variation, the following process must be followed:

(i) Customer must submit a Service Desk Ticket which details the requested VeroCard Subscription Service Variation; and

(ii) following receipt of the Service Desk Ticket under clause 3.8(b)(i):

(A) VG Resellers may issue an email authorising the requested VeroCard Subscription Service Variation, in which case:

(1) subject to the terms of this agreement, VG Resellers must provide the requested VeroCard Subscription Service Variation to Customer; and

(2) Customer must pay the Supply Fees in respect of the requested VeroCard Subscription Service Variation to VG Resellers (unless otherwise agreed between the Parties); or

(B) following receipt of the Service Desk Ticket under clause 3.8(b)(i), VG Resellers may notify Customer that it is unable to supply all or a part of the requested VeroCard Subscription Service Variation to Customer, in which case:

(1) Customer may engage with VG Resellers and determine what, if any, changes to all or part of the requested VeroCard Subscription Service Variation are required to enable VG Resellers to supply them; and

(2) to the extent that VG Resellers agrees to provide any part of the requested Additional VeroCard Subscription Services or VeroCard Subscription Service Variation to Customer:

(I) subject to the terms of this Agreement, VG Resellers must provide the agreed part of the VeroCard Subscription Service Variation to Customer; and

(II) Customer must pay the Supply Fees in respect of the agreed part VeroCard Subscription Service Variation to VG Resellers (unless otherwise agreed between the Parties).

(c) Where a VeroCard Subscription Service Variation is agreed, the Supply Agreement for the VeroCard Subscription Services which has been subject to the VeroCard Subscription Service Variation will have the same VeroCard Subscription Service Start Date as the VeroCard Subscription Service Start Date of the varied Supply Agreement.

4. CUSTOMER

4.1 Use of VeroCard Subscription Services

VeroCard Subscription Services may be supplied to the following:

(a) Customer; and

(b) each Authorised End User of Customer (if any) nominated under clause 6.1.

4.2 Customer Administrator

Where a Customer is not an individual, Customer must appoint a Customer Administrator for the purpose of the Supply Agreement.

5. PURCHASE ORDERS

5.1 Purchase Orders

(a) Each time Customer requires the provision of VeroCard Subscription Services and associated VeroCards, Customer must place a Purchase Order.

(b) There are no limits on how many times Customer may place Purchase Orders.

5.2 Content and execution of Purchase Orders

All Purchase Orders must:

(a) specify:

(i) the particular VeroCard Subscription Services required;

(ii) the number of individual VeroCard Subscription Services and the VeroCard Quantity required;

(iii) the name and email address of each Authorised End User that Customer nominates in accordance with clause 6.1 be provided with:;

(A) a VeroCard; and or

(B) each particular VeroCard Subscription Service; and

(b) be signed and dated by Customer.

5.3 Confirmation of Purchase Orders

(a) All Purchase Orders are deemed to have been confirmed by VG Resellers when submitted though the VG Resellers Website.

(b) Within 2 Business Days of the placing of a Purchase Order, VG Resellers will provide a written notice by email to Customer confirming:

(i) the quantity of each VeroCard Subscription Service and the VeroCard Quantity to be provided; and

(ii) the process required to be completed by Customer and any Authorised End User to confirm their identities and complete the VeroID Registration Process.

(c) A Purchase Order may be cancelled, in whole or in part, without further obligation or liability to Customer, at any time within 24 hours of Customer placing the Purchase Order by electronically providing VG Resellers notice of the cancellation.

5.4 Supply Agreements

VG Resellers has no obligation to supply any VeroCard Subscription Services until a Supply Agreement for each VeroCard Subscription Service has been created in accordance with the VeroCard Standard Terms & Conditions.

6. AUTHORISED END USERS

6.1 Nomination of Authorised End Users

(a) Customer may elect to nominate one or more of its Customer Personnel as the authorised user of a VeroCard Subscription Service by nominating Authorised End Users.

(b) Customer may from time to time:

(i) nominate one or more Customer Personnel as Authorised End Users; and

(ii) specify which individual VeroCard Subscription Services are to be supplied to each Authorised End User.

6.2 Responsibility for Supply Fees

Customer is solely responsible for the payment of all Supply Fees relating to each VeroCard Subscription Service provided by VG Resellers to Customer and to each Authorised End User of Customer.

6.3 Supply of a VeroCard to an Authorised End User

VG Resellers will only supply VeroCard Subscription Services to an Authorised End User of Customer in accordance with the process set out in the VeroCard Standard Terms & Conditions.

7. DELIVERY OF VEROCARDS

7.1 Obligation to deliver

Where VG Resellers accepts a Purchase Order, subject to clauses 7.2 and 7.3, VG Resellers will deliver to Customer and each Authorised End User the VeroCard Quantity for the VeroCard Subscription Services specified in the Purchase Order in accordance with the procedure set out in the VeroCard Standard Terms & Conditions.

7.2 Delivery times

(a) Delivery times for VeroCards set out in a Purchase Order confirmation provided under clause 5.3(a) are estimates only and VG Resellers will not be liable for any loss, damage or delay suffered or incurred by Customer, the Authorised End Users or their customers arising from early, late or non-delivery of the VeroCards.

(b) VG Resellers may make part deliveries of VeroCards in any Purchase Order for VeroCard Subscription Services by instalments and each part delivery will constitute a separate supply of the units of the VeroCards upon this Customer Agreement.

7.3 Right to delay delivery

(a) At any time following receipt of confirmation of a Purchase Order for VeroCard Subscription Services provided under clause 5.3(a), VG Resellers may provide notice to Customer that there will be a delay in delivering all or a part of the VeroCard Quantity in the Purchase Order if there is an insufficient stock of VeroCards which prevents VG Resellers being able to fulfil in a reasonable timeframe delivery of the VeroCards in that part of the Purchase Order. If there is a shortfall in delivery, VG Resellers will supply the remaining VeroCards as soon as commercially practicable.

(b) The failure of VG Resellers to deliver any VeroCard under a Supply Agreement will not entitle Customer to treat the Supply Agreement as repudiated.

(c) VG Resellers will not be liable for any loss or damage whatsoever due to failure by VG Resellers to deliver the VeroCards (or any of them) promptly or at all.

8. REPLACEMENT OF VEROCARDS – DAMAGE, DEFECTS OR LOSS

If a VeroCard supplied as part of a VeroCard Subscription Service is defective, damaged or lost, the replacement processes set out in the VeroCard Standard Terms & Conditions apply.

9. SUPPLY FEES

9.1 Supply Fees

In consideration of VG Resellers providing the VeroCard Subscription Services under a Supply Agreement, Customer irrevocably agrees to pay to VG Resellers each and all of the Supply Fees relating to the VeroCard Subscription Services supplied under that Supply Agreement.

9.2 Responsibility for payment of Supply Fees

(a) Customer is solely responsible for payment of all Supply Fees relating to a Supply Agreement, irrespective of whether some or all of the supply is to Authorised End Users of Customer.

(b) An Authorised End User who is not also Customer is not liable to pay any Supply Fee unless expressly agreed between VG Resellers and Customer in writing.

9.3 Supply Fee changes

(a) At least annually and more frequently if VG Resellers reasonably determines, VG Resellers may change any Supply Fee payable for a VeroCard Subscription Service at any time.

(b) Where Customer has a current Supply Agreement for a VeroCard Subscription Service, VG Resellers will notify Customer by email, or by some other reasonable manner, at least 15 days before a Supply Fee change comes into effect.

(d) If Customer does not agree to a Supply Fee change notified under clause 9.3(b), Customer must, before the Supply Fee change takes effect, cancel and stop using the VeroCard Subscription Services by providing notice in writing to VG Resellers, in which case any fees payable on early termination are payable by Customer.

(e) If notification of cancellation is not received from Customer under clause 9.3(d) before a Supply Fee change takes effect, then it is deemed that the Supply Fee change is accepted by Customer and the Supply Agreement will be automatically amended to reflect the Supply Fee change.

10. INVOICING AND PAYMENT

10.1 Application

When a Customer purchases a VeroCard Subscription Service, these payment terms apply to the purchase and Customer expressly agrees to them.

10.2 Payment of Supply Fees

(a) If there is a Supply Fee associated with a portion of the VeroCard Subscription Services, Customer agrees to pay that Supply Fee in the currency specified.

(b) Each Supply Fee excludes all applicable taxes and currency exchange settlements, unless stated otherwise. Customer is solely responsible for paying such taxes or other charges. Taxes are calculated based on Customer’s location at the time its account was registered unless local law requires a different basis for the calculation.

(c) VG Resellers may suspend or cancel the VeroCard Subscription Services if VG Resellers does not receive an on-time, full, payment of all Supply Fees then due and payable from Customer. Suspension or cancellation of the VeroCard Subscription Services for non- payment could result in a loss of access to and use of Customer’s VeroCard Subscription Services.

(d) Connecting to the internet via a corporate or other private network that masks Customer’s location may cause charges to be different from those displayed for Customer’s actual location. Depending on Customers location, some transactions might require foreign currency conversion or to be processed in another country.

(e) VG Resellers will charge Customer a surcharge for those services when Customer uses a credit card. Please see the VG Resellers Website for the current surcharge applicable to different credit cards.

(f) Customer’s bank might charge Customer additional fees for those services when Customer uses a debit or credit card. Please contact the bank for details.

10.3 Tax Invoices

VG Resellers will issue a Tax Invoice for each Supply Fee.

10.4 Payment terms

Payment terms are as follows

(a) all prices are in Australian Dollars and exclude GST, taxes and charges;

(b) all terms to be considered strictly confidential to Customer;

(d) Customers will be automatically billed each month to the Customer’s payment card of choice for the amount and term nominated at the commencement of each VeroCard Subscription Service.

10.5 Failure to pay

If Customer fails to make payment of any Supply Fee in accordance with clause 10.4(d) after demand for payment by VG Resellers, all amounts owing by the Customer to VG Resellers on any account will immediately become due and payable together with legal costs of enforcement and VG Resellers may in its absolute discretion exercise any of the VG Resellers Remedies.

10.6 Disputed Tax Invoices

If Customer disputes any amount shown on a Tax Invoice, it must notify VG Resellers within 7 days of receipt of the Tax Invoice and must pay any amounts not in dispute in accordance with clause 10.4(d), provided that the payment by Customer of any amount the subject of a disputed tax invoice is not to be considered as an acceptance of the amount in dispute or of Customer liability to make that payment. Any dispute must be resolved in accordance with clause 14 and, if any amount is determined to be payable by Customer at that time, Customer must pay that amount within 3 Business Days of the date of the determination.

10.7 Errors or exceptions in invoicing

Without limiting clause 10.6, if either VG Resellers or Customer discovers or is advised of any errors or exceptions relating to its invoicing for the Supply, Customer and VG Resellers will jointly review the nature of the errors or exceptions, and VG Resellers must, if appropriate, take prompt corrective action and adjust the relevant tax invoice or refund overpayments.

11. VG RESELLERS’ LIABILITY

11.1 VG Resellers liability

(a) VG Resellers’ entire liability and Customer’s exclusive remedies under this agreement will be for VG Resellers, at its option, to remedy the non-compliance or to replace the affected VeroCards or Administration Software within a reasonable time.

(b) The foregoing clause does not void any supplementary remedies made available to Customer by a third party with respect to which VG Resellers will have no liability or obligation.

11.2 Limitation on direct damages

VG Resellers’ total liability and a Customer’s sole and exclusive remedy for any claim of any type whatsoever, arising out of the Administration Software, the VeroCards or the VeroCard Subscription Services is limited to proven direct damages caused by VG Resellers’ sole negligence in an amount not to exceed:

(a) $20,000, for proven damage to real or tangible personal property; and

(b) an amount equal to the previous 12 months VeroCard Monthly Usage Fees paid by Customer for the VeroCard Subscription Services for damage of any type not identified in clause 11.2(a) or otherwise excluded under the Supply Agreement.

11.3 No indirect damages

Except with respect to claims regarding violation of VG Resellers’ Intellectual Property Rights, neither Customer nor VG Resellers have liability to the other for any special, consequential, exemplary, incidental or indirect damages (including loss of profits, revenues, data and/or use, even if advised of the possibility thereof).

11.4 Limitation period

Unless otherwise required by applicable Law, the limitation period for claims for damages will be 12 months after the cause of action accrues, unless statutory law provides for a shorter limitation period.

11.5 Continuation of limitations

The foregoing limitations will apply even if any warranty or remedy provided under a Supply Agreement fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to Customer.

12. CUSTOMER DEFAULT AND INDEMNITY

12.1 Default of Customer

Without prejudice to any of VG Resellers’ other rights under a Supply Agreement, if Customer:

(a) breaches any term of that Supply Agreement; or

(b) fails to make any payment due to VG Resellers under that Supply Agreement,

then VG Resellers may, in its absolute discretion and without further liability to Customer, exercise any of VG Resellers Remedies in relation to that Supply Agreement.

12.2 Indemnity

Subject to clause 11.3, Customer agrees to indemnify VG Resellers and VG Resellers’ Personnel against any Claims of any nature whatsoever in connection with or arising out of any or all of the following:

(a) breach by Customer, any Authorised End User of Customer or any of Customer’s directors, employees, subcontractors and agents, of any warranties, terms or conditions of a Supply Agreement;

(b) incorrect application of any of the VeroCards or the VeroCard Subscription Services by Customer or information given by Customer to anyone relation to any of the VeroCards or the VeroCard Subscription Services;

(c) any loss or damage to any of the VeroCards or the VeroCard Subscription Services or to property of any person (including Customer’s property) or for any injury to, or death, illness or incapacitation of any person, arising from, contributed to or caused by or in relation to Customer’s use, maintenance, possession or storage of any of the VeroCards or the VeroCard Subscription Services and whether occasioned by VG Resellers’ negligence or otherwise;

(d) delivery, selection, purchase, acceptance or rejection, ownership, possession, use, repair, maintenance, storage, or operation of any of the VeroCards or the VeroCard Subscription Services, and by whomsoever used or operated (except where used by VG Resellers or any person on behalf of VG Resellers);

(e) any reasonable action taken by VG Resellers to remedy a default of a Supply Agreement by Customer or Customer's directors, employees, subcontractors and agents and invitees; or

(f) all costs and legal expenses, stamp duties, debt collector fees and any other expenses, taxes or costs (on a full indemnity basis) reasonably incurred by VG Resellers in order to recover monies owing by Customer for the VeroCard Subscription Services for which payment has not been received.

12.3 Survival

The indemnity in clause 12.1 survives termination of each Supply Agreement by either Party for any reason.

12.4 Enforcement

It is not necessary for VG Resellers to incur expense or make payment before enforcing a right of indemnity against Customer conferred by a Supply Agreement.

13. PRIVACY

(a) Customer and each of Customer’s Authorised End Users must comply with the Privacy Policy.

(b) Customer agrees for VG Resellers to obtain from a credit-reporting agency a credit report containing personal credit information about Customer in relation to credit provided by VG Resellers.

(c) Customer agrees that VG Resellers may exchange information about Customer with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes:

(i) to asses an application by Customer;

(ii) to notify other credit provides or a default by Customer;

(iii) to exchange information with other credit provides as to the status of this credit account, where Customer is in default with other credit providers; and

(iv) to assess the credit worthiness of Customer.

(d) Customer consents to VG Resellers being given a consumer credit report to collect overdue payment on commercial credit (section 18K(1)(h) of the Privacy Act 1988).

(e) Customer agrees that personal data provided may be used and retained by VG Resellers for the following purposes and for other purposes as are agreed between Customer and VG Resellers or required by Law from time to time:

(i) provision of the VeroCard Subscription Services;

(ii) marketing of the VeroCard Subscription Services provided by VG Resellers, its agents or distributors in relation to the VeroCard Subscription Services;

(iii) analysing, verifying and or checking Customer’s credit, payment and/or status in relation to provision of the VeroCard Subscription Services;

(iv) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Customer; and

(v) enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in Customer’s account in relation to the VeroCard Subscription Services.

(f) VG Resellers may give information about Customer to a credit reporting agency for the following purposes:

(i) to obtain a consumer credit report about Customer; and/or

(ii) allow the credit reporting agency to create or maintain a credit information file containing information about Customer.

14. DISPUTE RESOLUTION

14.1 Dispute

In the event of any dispute, question or difference of opinion between Customer and VG Resellers arising out of or under a Supply Agreement (Dispute), a Party may give to the other Party a notice ( Dispute Notice) specifying the dispute and requiring its resolution under this clause 14.

14.2 Dispute Representatives to seek resolution

(a) If the Dispute is not resolved within 7 days after a Dispute Notice is given to the other Party, each Party must nominate one representative from its senior management to resolve the Dispute (each, a Dispute Representative).

(b) If the Dispute is not resolved within 30 days of the Dispute being referred to the respective Dispute Representatives, then either Party may commence legal proceedings in an appropriate court to resolve the matter.

14.3 Performance of obligations during Dispute

During the existence of any dispute, the Parties must continue to perform all of their obligations under the Supply Agreement without prejudice to their position in respect of such dispute, unless the Parties otherwise agree.

14.4 Urgent interlocutory relief

Nothing in this clause 14 prevents a Party from seeking any urgent interlocutory relief which may be required in relation to the Supply Agreement.

15. GST

15.1 GST

(a) Unless stated otherwise, all amounts payable under the Supply Agreement are exclusive of GST.

(b) VG Resellers will, when making a claim for payment, render a Tax Invoice to Customer to which the particular payment claim refers.

(c) Notwithstanding any contrary provision in the Supply Agreement, the Recipient is not obliged to make any payment under the Supply Agreement unless VG Resellers has provided a Tax Invoice in respect of the Taxable Supply attributable to that payment.

15.2 Reimbursements

If any payment to be made to a Party under or in accordance with the Supply Agreement is a reimbursement or indemnification of an expense or other liability incurred or to be incurred by that Party (in this clause a Reimbursement), then the amount of the payment must be reduced by the amount of any input tax credit to which that Party is entitled for that Reimbursement, such reduction to be effected before any increase in accordance with clause 15.3.

15.3 Adjustment for GST

(a) If a Supply under or in connection with the Supply Agreement constitutes a Taxable Supply, VG Resellers may recover from the Recipient an amount on account of GST in addition to any payment or other consideration for the Supply.

(b) The additional amount is equal to the Value for the Supply multiplied by the prevailing GST Rate.

(c) The Recipient must pay that additional amount at the same time and in the same manner as the GST exclusive consideration is payable or to be provided for that Supply.

15.4 Definitions

A word or expression used in this clause 15 which is defined in the GST Law has the same meaning in this clause 15.

16. GENERAL

16.1 Force Majeure

If a Party is prevented from or delayed in complying with an obligation (other than to pay money) by a Force Majeure Event, performance by it of that obligation is suspended during the time, but only to the extent that compliance is prevented or delayed.

16.2 Further assurances

Each Party must do or cause to be done all things necessary to give effect to each Supply Agreement and refrain from doing anything which might hinder performance of each Supply Agreement.

16.3 Relationship of Parties

VG Resellers is an independent contractor and each Supply Agreement does not:

(a) constitute a partnership or a joint venture between the Parties;

(b) authorise a Party to assume or create any obligations on behalf of another Party except as specifically permitted under the Supply Agreement; or

16.4 Severance

If the whole or any part of a provision of a Supply Agreement is invalid, illegal or unenforceable, then that provision will be severed from the Supply Agreement and will not affect the validity or enforceability of the remaining provisions of the Supply Agreement.

16.5 Waiver

The failure or delay by a Party to exercise any of its rights conferred upon that Party by a Supply Agreement will not operate as a waiver of its rights and will not prevent that Party from subsequently enforcing any right or treating any breach by the other Party as a repudiation of the Supply Agreement.

16.6 Successors and assigns

Each Supply Agreement binds and endures to the benefit of the Parties and their respective successors and permitted assigns.

16.7 Governing law

Each Supply Agreement is governed by and construed according to the laws of Victoria, Australia. The Parties submit themselves exclusively to the courts of competent jurisdiction and the courts of appeal in Victoria, Australia.