Background A. This Agreement serves as a Master Services Agreement and is entered into between Landfall Solutions Pty Ltd ACN 630 603 164 (Landfall) and the Customer named in the Statement of Work (SOW) (the Customer) and applies to the supply of Services from Landfall to the Customer. B. No Services will be provided by virtue of entry into this Master Services Agreement alone, but will instead be delivered via and governed by separate Statements of Work to be entered into between the parties. C. Each Statement of Work incorporates into its terms these MSA Terms, which together will form a separate agreement for the supply of the relevant Services. 1 Definitions and Interpretation 1.1 Definitions The following definitions apply in these MSA Terms, unless context provides otherwise, and relevant SOWs may include additional definitions where required: Account(s) means an account or accounts specific to the Customer and the Customer’s use of the Services accessed by an Authorised User or Authorised Users. Additional Services means any such Services designated as such under a SOW. Additional Services Fees means any fees payable by the Customer for receipt of the Additional Services (if any), as set out in relevant SOWs Authorised User(s) means the end user or users authorised by the Customer to access and use the Services in accordance with each SOW (as applicable). Business Day means a business day, which excludes weekends and public holidays in Melbourne in the State of Victoria. Business Hours means between the hours of 9am and 5pm in Melbourne in the State of Victoria, being Australian Eastern Standard Time or Australian Eastern Daylight Time on any Business Day (as applicable). Claim means a claim, action, proceeding or demand made against the person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent. Cloud Product means the third party products (as set out in Item 1 of each SOW, as applicable) not yet configured by Landfall for use by the Customer. Confidential Information means any written or oral information of a technical, business or financial nature or which is taken by any provision of this agreement or any SOW to be confidential information, or which the Discloser makes the Recipient aware is considered by the Discloser to be confidential and proprietary, and includes all information that is personal information for the purposes of the Privacy Laws, but does not include information which the Recipient can establish: (a) was in the public domain when it was given to the Recipient; (b) becomes, after being given to the Recipient, part of the public domain, except through disclosure contrary to this agreement or any SOW; (c) was in the Recipient's possession when it was given to the Recipient and had not been acquired in some other way (directly or indirectly) from the Discloser; or (d) was lawfully received from another person who had the unrestricted legal right to disclose that information free from any obligation to keep it confidential. Consequential Loss means: (a) loss of revenue; (b) loss of reputation; (c) loss of profits; (d) loss of bargain; (e) loss of actual anticipated savings; (f) lost opportunities, including opportunities to enter into arrangements with third parties; (g) loss of connection with claims by third parties; and (h) loss or corruption of data. CPI means the Australian Consumer Price Index (All Groups, weighted average of 8 capital cities) published by the Australian Bureau of Statistics or any similar index that replaces it. Customer Background Material means all tangible and intangible information, documents, reports, software, data and other materials owned by the Customer or licensed to the Customer by third parties prior to the Effective Date. Customer Data means all data and information relating to the Customer and its operations, facilities, customers, clients, personnel, assets and programs and any other data relating to the business or activities of the Customer, including any such data and information as input by the Customer or its Authorised Users into or via any of the Services. Customer On-boarding means the activities required to define, implement and deploy the Services as defined in each SOW (as applicable). Discloser means the party giving information. Disengagement Services means the Disengagement Services described in each SOW (as applicable). Documentation means any documentation (whether in hardcopy or online) provided, or to which access is facilitated, by Landfall to the Customer in relation to the Services. Effective Date means the date specified in Item 1 of each SOW (as applicable). End of Life in relation to hardware or software means that the manufacturer has published that the relevant hardware or software has reached end of life, end of its support period or that the manufacturer will no longer support the relevant hardware or software. Equipment means the items of equipment (if any) specified in relevant a SOWs (as applicable), and any other equipment as notified by Landfall in accordance with clause 8. Excluded Item Rate means the rate at which Out of Scope Work will be charged to the Customer as detailed in each SOW (as applicable). Fees means the fees payable by the Customer to Landfall for the Services as set out in Item 1 of each SOW (as applicable). Force Majeure Event means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, Virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars). Further Term means the period (if any) specified in Item 1 of a SOW (as applicable) which takes effect from the date of expiry of the Initial Term. Government Agency means a government or governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local. GST and GST Law have the same meaning as set out in A New Tax System (Goods and Services Tax) Act 1999 (Cth). Hypercare Period means the period of heightened support outlined in the Implementation Phase of any Statement of Work from the date the Customer first commences using the Services through to the Service Commencement. Implementation Services means the Implementation Services (if any) specified in each SOW (as applicable). Initial Term means the period specified in Item 1 of a SOW (as applicable) . Intellectual Property means all Intellectual Property Rights in or arising out of all or any part of the Services. Intellectual Property Rights means all industrial and intellectual property rights throughout the world protected by statute or common law including all current and future registered and unregistered rights (whether or not registrable) relating to: (a) trade marks, business names and domains names, copyright works, circuit layouts, designs, patents, know-how, inventions and discoveries, and all other intellectual property as defined in article 2 of the Convention Establishing the World Intellectual Property Organisation 1967; and (b) any application or right to apply for the registration of any of the rights referred to in paragraph (a) above. Maintenance Services means the general maintenance of the Services. Microsoft Customer Agreement means the standard agreement provided by Microsoft (or the appropriate licensor(s)) in respect of any Microsoft products. MSA Terms means the terms of this document. Out of Scope Work means services outside of the scope of Services expressly set out under a SOW (as applicable). Personal Information means ‘personal information’ or ‘personal data’ as defined under the Privacy Laws and which is disclosed by the Discloser and received by the Recipient in connection with this agreement. Personal Property has the meaning as defined under section 10 of the PPSA. PPSA means the Personal Property Securities Act 2009 (Cth). PPS Lease has the same meaning as defined in the PPSA. PPSR means the Personal Property Securities Register established pursuant to the PPSA. Privacy Laws means all relevant or applicable privacy or data protection laws relating to the collection, use, processing, disclosure, storage or granting of access to Personal Information applicable to the relevant party and includes (to the extent the relevant parties are subject to it): (a) (Australia): the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth) and any State or Territory acts and regulations applicable in the relevant State or Territory, and all applicable binding privacy codes or policies; and (b) (New Zealand): the Privacy Act 1993 (NZ) and the New Zealand Information Privacy Principles, and the Unsolicited Electronic Messages Act 2007 (NZ), and all applicable binding privacy codes or policies. Privacy Regulator means any third-party entity which is able to exercise authority over the discloser or recipient of Personal Information through operation of the applicable Privacy Laws, and includes (as applicable): (a) (Australia): the Office of the Australian Information Commissioner; and (b) (New Zealand); the Office of the Privacy Commissioner. Project Plan means the project plan which sets out the timelines which are to be met by Landfall, as set out in a Statement of Work (as applicable). Purchase Money Security Interest or PMSI means a "Purchase Money Security Interest" as defined in section 14 of the PPSA. Recipient means the party to whom information is given. Security Interest means: (a) a security interest under section 12 of the PPSA; (b) a right, interest or power reserved in or over an interest in any asset including any retention of title; (c) a right, interest or power created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust, power; and (d) a right, interest or power given by way of security for the payment of a debt or any other monetary obligation or the performance of any other obligation, and includes, but is not limited to, any agreement to grant or create any of the above. Service Commencement means the Service Commencement set out in each SOW (as applicable and if none, the date being 30 Business Days after the Effective Date of the relevant SOW). Services means the products and services offered and made available by Landfall to the Customer as described in each SOW, along with any specified annexes or attachments. Services may include licences for software, hardware, support and maintenance services, and/or subscription services. Special Conditions means the Special Conditions detailed in a SOW (as applicable). Specifications means the specifications for the Services and/or Equipment set out in a SOW (as applicable) or any other documents agreed between the parties. Statement of Work or SOW means a statement of work agreed by the parties in accordance with clause 2.3 of these MSA Terms and in (or substantially in) the form of Schedule 1 of these MSA Terms. Support Services means the support services described in each SOW (as applicable). Tax means any tax, levy, charge, impost, fee, deduction, GST, value added tax or withholding tax that is assessed, levied, imposed or collected by any Government Agency and includes any interest, fine, penalty, charge, fee or any other amount imposed on, or in respect of any of the above. Term means: (a) for this agreement, the period commencing on the date the last party signs and ending on termination of this agreement; and (b) for each SOW, the Initial Term and any subsequent Further Term as the context requires. Virus means any thing or device which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device. 1.2 Interpretation The following rules also apply in interpreting these MSA Terms and any SOW, except where the context makes it clear that a rule is not intended to apply: (a) a reference to legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; (b) a reference to a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated; (c) a reference to a party to this agreement or to any other document or agreement (including a SOW) includes a permitted substitute or a permitted assign of that party; (d) a reference to a clause or Schedule is a reference to a clause or Schedule of these MSA Terms; (e) a reference to a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; (f) headings are for convenience only, and do not affect interpretation; (g) a singular word includes the plural, and vice versa; (h) if a word is defined, another part of speech has a corresponding meaning; and (i) if a party is made up of more than one person then: (i) the party’s obligations apply to each of those persons jointly and severally; and (ii) any other reference to the party is a reference to each of those persons separately, so that (for example) a representation, warranty or undertaking is given by each of them separately. 2 Overview and Statements of Work 2.1 Structure This agreement comprises the following parts: (a) Clauses 1 to 23 of these MSA Terms; and (b) Schedules and Annexures to these MSA Terms. 2.2 Precedence of documents: If there is any inconsistency between the parts of this agreement, the part listed later prevails to the extent of the inconsistency. 2.3 Statements of Work Any Services will be supplied to the Customer under a separate SOW which, from the Effective Date of that SOW, will constitute a separate agreement, comprising: (a) these MSA Terms; and (b) the SOW. 2.4 Precedence of documents: If there is any inconsistency between these MSA Terms and a SOW, the SOW will prevail to the extent of the inconsistency. 2.5 Severability of Statements of Work Each SOW is separate and distinct from any other SOW. The Term or termination of any SOW does not affect the Term or termination of any other SOW or this agreement. 3 Appointment and Term 3.1 Appointment The Customer appoints Landfall and Landfall accepts its appointment to provide the Services subject to the terms and conditions of these MSA Terms and the relevant SOW. 3.2 Term and renewal (a) This agreement commences on the date the last party signs and will continue until terminated in accordance with these MSA Terms. (b) Each SOW commences on its relevant Effective Date and will continue until that SOW expires or is terminated in accordance with these MSA Terms and any Special Conditions. 3.3 Service Commencement (a) This agreement and any continuing Statement of Work, survives and continues after the expiry or termination of any other Statement of Work. (b) In the event a Statement of Work expires and the Customer continues to access or use the relevant Services, Landfall will revert to charging casual rates by increasing all fees in an SOW by 20% for continuation of service, until such time as the SOW is renewed on terms agreed between the parties. 4 Services 4.1 Engagement Procedure (a) The parties will complete and execute a Statement of Work in accordance with clause 2.3 to initialise the provision of Services by Landfall to the Customer. A Statement of Work will include (but is not limited to): (i) a description of the Services to be provided, including for example the procurement and provisioning of Cloud Products, their configuration to Landfall Service standards, the migration of agreed data and enablement of Authorised Users; (ii) terms and procedures relating to Implementation Services and Customer On-boarding; (iii) details of the Hypercare Period after On-boarding; (iv) the Service Commencement - all users to be operational on the Service; and (v) any relevant once-off and ongoing fees and costs (if not set out in a separate SOW). (b) The Customer acknowledges that the setting up of Accounts and provision of some Services may first require the Customer to execute relevant agreements with suppliers of relevant Cloud Products, including Microsoft Customer Agreements. 4.2 Services (a) Subject to the terms of this agreement, Landfall must use all reasonable endeavours to maintain the availability of the Services to the Customer and its Authorised Users throughout the Term. (b) Subject to clause 4.2(a), Landfall must monitor and support but is not required to ensure continuity of the Services as the underlying Cloud Products are provided and hosted by third parties. (c) For the avoidance of doubt, downtime caused directly or indirectly by any of the following will not be considered a breach of this agreement or the relevant SOW: (i) a Force Majeure Event; (ii) a fault or failure of the internet or any public telecommunications network or any upstream supplier for Landfall (including any failure of Cloud Products); (iii) a fault or failure of the Customer's computer systems or networks; (iv) any breach by the Customer of this agreement or a SOW; or (v) agreed maintenance or changes carried out in accordance with this agreement or a SOW. 4.3 Implementation Services (a) Landfall will provide Implementation Services to deploy and on-board the Customer to the specified Services. (b) Service Commencement occurs at the end of the Implementation Services as scoped and defined by Landfall, and captured in the relevant Statement of Work. (c) Landfall may elect not to commence service: (i) until a pricing review is completed where scope is different from that on which the Statement of Work was agreed; (ii) where malware/anti-virus protection is not active in the environment; (iii) where Landfall deems that there are significant operational risks in the environment that may impact on its ability to provide particular Services; or (iv) where any minimum technology standards as specified in the Statement of Work are not in place. (d) Any remediation works identified as being required as a result of the implementation process shall be scoped and priced separately to the Customer. 4.4 Training (a) Landfall will provide to the Customer training material in relation to use of the Services. (b) Any additional training requested by the Customer or its Authorised Users must be agreed in writing between the parties in a further SOW, and may involve further fees payable to Landfall. 4.5 Maintenance Services (a) Landfall may provide Maintenance Services during the Term. (b) Unless otherwise notified by Landfall to the Customer, the Maintenance Services include on-line, telephone or e-mail assistance to the Customer on Business Days during Business Hours. This will include issue resolution and Landfall keeping the Customer apprised of efforts to remedy any issues until complete restoration of the Services is achieved. (c) Notwithstanding anything to the contrary, Landfall has no obligation to provide Maintenance Services under this clause 4.5 upon or in respect of the occurrence of the following events: (i) failure of the Customer’s hardware or equipment; (ii) the occurrence of a Force Majeure event of either party, in which case clause 19 will apply; or (iii) the occurrence of any event referred to under clause 4.2(c). 4.6 Support Services (a) Landfall will provide the Support Services to the Customer during the Term. (b) Landfall will use all reasonable endeavours to respond promptly to all requests for Support Services made by the Customer. (c) If the Customer insists or agrees upon the supply of Support Services onsite where Landfall is capable of supplying the Support Services via remote management, Landfall may treat the request as Out of Scope Work. (d) Landfall is not required to provide support for hardware or software which has reached End of Life. Landfall will use reasonable efforts to ensure that when Landfall becomes aware that hardware or software within the Customer’s systems has reached, or is imminently approaching End of Life, Landfall informs the Customer but it will not constitute a breach of this agreement or any SOW for Landfall to fail to do so and Landfall will not be liable in any way for failing to do so. 4.7 Out of Scope Work (a) Landfall may supply Out of Scope Work: (i) on a time and materials basis; (ii) charged at the Excluded Item Rate as defined in the SOW; (iii) invoiced monthly as an "Extraordinary" item. (b) The billing structure for Out of Scope Work is as follows: (i) Service hours are billed in 0.25 hour increments; and (ii) Minimum 1 hour charge plus travel time charged for onsite activities. 5 Service Standards (a) Landfall will provide the Services in accordance with the Service Standards set out in relevant SOWs. (b) Without limiting any other rights of the Customer under this agreement or the relevant SOW, if Landfall does not meet a Service Standard, the Customer must promptly notify Landfall and Landfall must use its best endeavours to ensure that any unmet Service Standard it agreed to meet is subsequently met. 6 Security 6.1 Loss of Services If at any time the Customer suspects or has reason to believe that the Services have or may become corrupted, compromised, lost or sufficiently degraded in any way for any reason, then the Customer must immediately inform Landfall of all relevant details. 6.2 Actions in the event of loss of Services If the Services become corrupted, compromised, lost or sufficiently degraded for any reason whatsoever and whether or not Landfall was aware of such corruption, compromise, loss or degradation, then: (a) Landfall must take all reasonable steps to restore or procure the restoration of the Services as the case may be (and subject to the terms of any SOW in relation to Services); and (b) the Customer may not take any action or steps, including engaging a third party, to remediate the Services without first obtaining written consent of Landfall. 7 Use of Services 7.1 Customer obligations (a) The Customer must, and ensure its Authorised Users: (i) only use the Services for the Customer’s own internal business activities; (ii) permit, and do nothing in any way to prevent, Landfall to: (A) access the Customer’s systems and network environment; and (B) install any remote management tools, as Landfall considers reasonably necessary to provide the Services; (iii) promptly provide Landfall with all information in the Customer’s possession or control that Landfall reasonably requires to provide the Services; and (iv) not unreasonably delay any action, approval, direction, determination or decision which is required of the Customer under this agreement or the relevant SOW or for Landfall to provide the Services. (b) It is the Customer’s sole responsibility (and it is in no way the responsibility of Landfall) to ensure that: (i) its information technology systems, including computers, accounts, network infrastructure and data connections, are configured: (A) to run, and are capable of running, any software required for the operation of the Customer’s business; (B) to access, and are capable of accessing, the Services; (ii) its physical and electronic infrastructure, including power sources and any other necessary resources, are configured to house, support and operated, and are capable of housing, supporting and operating, any Services; (iii) it has obtained any and all permissions, licences or permits that are reasonably necessary in order to allow the commissioning, provision and operation as the case may be of all relevant Services; and (iv) the Customer is or becomes aware as to when the hardware and software forming part of the Customer’s systems will reach or has reached End of Life. 7.2 Customer prohibitions (a) Upon receiving access to the Services the Customer must not, and must ensure its Authorised Users do not, without the prior written consent of Landfall: (i) directly or indirectly, sell, export, re-export, transfer, divert, or otherwise provide any of the Services (including products or services derived from or based on any of those) to any other person or entity; (ii) except as permitted by this agreement or a SOW: (A) copy, distribute, transfer, reproduce or in any way provide the Services; (B) modify, adapt, translate, duplicate, disassemble, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to the Services for any purpose; (C) create any derivative works based on the Services; (D) sub-license their rights to access and use the Services; (E) directly or indirectly disclose, permit access to, or provide copies of the Documentation, in whole or in part, to any third party (including, but not limited to the Customer’s consultants or suppliers) except as permitted under this agreement or a SOW; or (iii) use the Services: (A) except to the extent expressly permitted in this agreement or a SOW or required by law; (B) in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of any of them; (C) in any way that is unlawful, illegal, fraudulent or harmful; or (D) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. (b) For the avoidance of doubt, the Customer and its Authorised Users have no right to access the configuration settings or any internal workings of any Services during the Term. 7.3 Customer Risk and Responsibility (a) The Customer acknowledges and agrees that it is solely responsible, and bears all risks, with respect to each of the following in connection with Landfall provision of Services to the Customer (i) the act or omission of its Users in the course of accessing a Service provided by Landfall; (ii) Customers use of the Service that is contrary to the User Guidelines; and (iii) the integrity of any Client Data and Client Systems not controlled by Landfall. 8 Equipment 8.1 Provision to Customer (a) Landfall and the Customer may enter into separate SOWs in respect of the provision of Equipment to the Customer in accordance with the terms and conditions of this aAgreement. (b) Any such SOW will specify any applicable Service Standards that apply to the provision of the Equipment and the associated Services and Products. (c) Landfall may, from time to time in its sole discretion, add or remove Equipment and the Associated Services and Products available to the Customer by written notice to the Customer. (d) Unless agreed otherwise between the parties, Landfall will deliver possession of the Equipment and Products to the Customer and install (or arrange for the installation of) the Services and Products at the premises of the Customer. 8.2 Use and maintenance (a) The Customer must use the Equipment and, Services and Products in a safe and appropriate manner and must comply in all respects with all applicable laws, regulations, requirements and rules reasonably necessary for the operation of the Equipment Services and Products. (b) The Customer must keep the Equipment and Services (as applicable) and Products in good repair, condition and working order. 8.3 Repairs or modifications to Equipment (a) The Customer must obtain Landfall’ written consent, subject to any SOW in place in respect of Maintenance Services or Support Services relating to the Equipment or, Services or Products, before making any modification, replacement, alteration or repair whatsoever to the Equipment or, Services or Products. (b) Landfall or its nominee may enter the premises of the Customer with workmen and others and all necessary materials for the purpose of this clause 8 and for ensuring the value of the Equipment and, Services and Products is not adversely affected. 8.4 Title to the Equipment The parties agree that: (a) Landfall is and remains the sole and exclusive owner of the Equipment and, Services and Products; and (b) the Customer will have no right, title or interest in the Equipment or, Services or Products except as expressly set forth in this aAgreement or a SOW, notwithstanding, for example: (i) the delivery and or storage of the Equipment and, Services and Products to the Customer’s premises; and (ii) any temporary attachment of the Equipment and, Services and Products to any land or buildings to facilitate use of the same. 8.5 Personal Property (a) The Customer must ensure that the Equipment and, Services and Products remain Personal Property at all times during the Term. (b) Except where expressly authorised by Landfall, the Customer must not permit: (i) the Equipment or, Services or Products to be sold or otherwise disposed of; or (ii) any Security Interest to be created over any items of Equipment or, Services or Products. 8.6 Customer’s inspection The Customer acknowledges and confirms that: (a) it must inspect the Equipment and, Services and Products immediately upon receipt; and (b) unless the Customer otherwise notifies Landfall in writing within 24 hours of receiving the Equipment and, Services and Products, the Customer is deemed to be satisfied with the condition, quality and safety of the Equipment and that the Equipment and, Services and Products are fit for the Customer's purposes. 8.7 Landfall’ inspection during Term During the Term, the Customer must make the Equipment and any part of the Services (as applicable) and Products available for inspection by Landfall on Landfall giving 10 days written notice to the Customer (unless a shorter period is agreed between the parties). 8.8 Return of Equipment (a) The Customer must return the Equipment and any part of the Services (as applicable) and Products to Landfall at the end of the Term, unless otherwise agreed between the parties in writing. (b) In the event that the returned Equipment or Services (as applicable) and Products are damaged or components are missing, Landfall will notify the Customer and the parties will, acting reasonably, agree on how the damage will be rectified and who will bear the cost. 9 Personal Property Securities Act 9.1 Security interest granted by the Customer The Customer acknowledges and agrees that to the extent that this aAgreement or a SOW is a PPS Lease (if applicable), the Customer hereby grants Landfall a Security Interest which is a Purchase Money Security Interest over the Equipment and Products Services (as applicable) to secure payment of the Fees. 9.2 Terms of Security Interest (a) The Customer consents to Landfall affecting a registration on the PPSR (in any manner Landfall considers appropriate) in relation to any PMSI arising under or in connection with this aAgreement or a SOW being a PPS Lease or any document entered into pursuant to it at any time and the Customer must provide all assistance required by Landfall to facilitate this. (b) The Customer must do anything Landfall requests the Customer to do to perfect a PMSI granted (or deemed to be granted) under this aAgreement or a SOW, or any document entered into pursuant to those documents at any time. (c) If Chapter 4 of the PPSA applies to the enforcement of a Security Interest arising under or in connection with this aAgreement or a SOW or any document entered into pursuant to it, the Customer agrees: (i) to the extent that section 115(1) of the PPSA allows this, the following provisions of the PPSA will not apply to the enforcement of that Security Interest: (A) section 95 (notice of removal of accession), to the extent that it requires Landfall to give notice to the Customer; (B) section 96 (when a person with an interest in the whole may retain accession); (C) section 121(4) (enforcement of liquid assets – notice to grantor); (D) section 125 (obligation to dispose of or retain collateral); (E) section 130 (notice of disposal), the extent that it requires Landfall to give notice to the Customer; (F) paragraph 132(3)(d) (contents of statement of account after disposal); (G) subsection 132(4) (statement of account if no disposal); (H) section 142 (redemption of collateral); and (I) section 143 (reinstatement of security agreement); (ii) to the extent that section 115(7) of the PPSA allows this, the following provisions of the PPSA will not apply to the enforcement of that Security Interest: (A) section 127 (seizure by higher priorities – notice); (B) section 129(2) and (3) (disposal by purchase); (C) section 132 (secured party to give statement of account); (D) section 134(2) (proposal of secured party to retain collateral); (E) section 135 (notice of retention of collateral); (F) section 136(3), (4), and (5) (retaining collateral free of interest); and (G) section 137 (persons entitled to notice may object to proposal). (d) If the Customer makes payment to Landfall at any time whether in connection with this aAgreement, or any document entered into pursuant to this aAgreement (including any SOW) at any time or otherwise, Landfall may, at its absolute discretion, apply that payment in any manner it sees fit. (e) The Customer must immediately notify Landfall of any changes to its name or address (as specified in this aAgreement or any document related to it, including any SOW). (f) The Customer must do all things which Landfall asks and reasonably considers necessary for the purposes of: (i) granting Landfall a Security Interest in the Equipment or Services (as applicable) Products; (ii) ensuring that the Security Interest is enforceable, perfected (including where possible, by control in addition to registration) and otherwise effective; (iii) enabling Landfall to apply for any registration, or give any notification, in connection with the Security so that the Security Interest has the priority required by Landfall; or (iv) enabling Landfall to exercise rights in connection with the Security Interest. (g) The Customer must supply to Landfall the correct serial numbers of Personal Property that may, or must, be recorded on the PPSR by serial number, as required by the PPSA. (h) The Customer appoints Landfall as its agent and attorney from the Effective Datedate of this agreement for the purposes of Landfall in the name of the Customer and on its behalf doing anything necessary or desirable in the opinion of Landfall to: (i) give full effect to this aAgreement and any SOW; (ii) better secure the Equipment and Products Services (as applicable) to Landfall in a manner consistent with this aAgreement and the relevant SOW; or (iii) assist in the execution or exercise of any power to enable, execute or facilitate any of those things. (i) If Landfall requests, the Customer must supply to Landfall any information about or documents affecting: (i) the Equipment and ProductsServices; and (ii) this (or any) aAgreement or any document relating to this (or any) aAgreement (including any SOW). 10 Payment 10.1 Fees and invoicing The Customer must pay all Fees to Landfall within 14 days of Landfall issuing to the Customer an invoice for the Services in accordance with this agreement and the relevant SOW. 10.2 Fee review The Customer acknowledges and agrees that Landfall may increase the Fees annually on the 1st of July by the average CPI for the preceding financial year plus 1.5%. Where this CPI value is a negative number, the increase will be 1.5%. This increase shall not apply where the relevant SOW has an Effective Date (or if none, a signed acceptance date) of less than 12 months before the annual July 1. 10.3 Late or no payment If the Customer fails to make payment within the time specified in clause 10.1, Landfall may: (a) charge interest on late payment, as set out (if at all) in the relevant SOWs; (b) immediately suspend the Services (including removing access to all or any Services) until full and complete payment is made; (c) terminate the relevant SOW in accordance with clause 19.1(c), in which case if the Customer elects to obtain the Services again, the Customer must pay any and all costs associated with resurrecting the same; or (d) take such other action as Landfall considers reasonable and appropriate in the circumstances. 10.4 Dispute If there is a dispute about an invoice: (a) the Customer may not withhold the amount in dispute; (b) the Customer may not set off against any amount payable by it under this agreement or any SOW, any amount in dispute; and (c) the dispute does not affect Landfall’ rights under clause 10.3. 11 GST 11.1 Interpretation In these MSA Terms: (a) expressions which are not defined but have a defined meaning in GST Law have the same meaning as in the GST Law; and (b) GST Law has the meaning given to that expression in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). 11.2 Consideration GST exclusive Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this agreement or any SOW are exclusive of GST. 11.3 Payment of GST If GST is payable by Landfall or by the representative member for a GST group of which Landfall is a member, on any supply made under this agreement or a SOW, the recipient will pay to Landfall an amount equal to the GST payable on the supply. 11.4 Tax invoice Landfall must deliver a tax invoice or an adjustment note to the recipient before Landfall is entitled to payment of an amount under this agreement or any SOW. The recipient can withhold payment of the amount until Landfall provides a tax invoice or an adjustment note, as appropriate. 11.5 Adjustment event If an adjustment event arises in respect of a taxable supply made by Landfall under this agreement or any SOW, the amount payable by the recipient will be recalculated to reflect the adjustment event and a payment will be made by the recipient to Landfall or by Landfall to the recipient as the case requires. 11.6 Reimbursements Where a party is required under this agreement or any SOW to pay or reimburse an expense or outgoing of another party, the amount to be paid or reimbursed by the first party will be the sum of: (a) the amount of the expense or outgoing less any input tax credits in respect of the expense or outgoing to which the other party, or to which the representative member for a GST group of which the other party is a member, is entitled; and (b) if the payment or reimbursement is subject to GST, an amount equal to that GST. 12 Account Manager The Customer and Landfall must each appoint an account manager (Account Manager) who will be responsible for all administrative matters pertaining to this agreement and any SOWs. The Account Manager will serve as primary point of contact for the other party for any matter regarding this agreement and the SOWs. Upon prior written notice, either party may replace their respective Account Manager. 13 Confidential information 13.1 Proper use and security of Confidential Information Subject to clause 13.2, the parties: (a) must not use, disclose or copy Confidential Information in any form or in any manner; and (b) must use their best endeavours, including keeping such information in a safe place and implementing adequate security measures, to ensure that third parties do not use, disclose or copy Confidential Information, except for the purpose of and to the extent required under this agreement and any SOWs. 13.2 Exceptions The obligations in clause 13.1 do not apply if: (a) the Discloser has agreed in writing to the specific disclosure, use or copying of Confidential Information by the Recipient; or (b) disclosure of specific Confidential Information is required to comply with any applicable law. 13.3 Notification A party must immediately notify the other party: (a) if it becomes aware of any breach of its obligations in clause 13.1; or (b) if it is lawfully obliged to disclose the Discloser’s Confidential Information to a third party and must comply with the Discloser’s lawful directions in relation to the disclosure. 14 Intellectual Property Rights 14.1 Ownership (a) The parties acknowledge that Landfall has rights to or exclusively owns and retains all Intellectual Property Rights in and to the Services, the Documentation and any improvements thereto. Nothing in this agreement nor in any SOW is intended to, does, or will be construed to, transfer ownership of the Services or Documentation, or any part thereof from Landfall to the Customer or any other entity. Landfall retains full title and all ownership rights in and to the Services and Documentation, including but not limited to Intellectual Property and other rights therein, including, but not limited to, translations, modified forms, derivative works or copies of any of the foregoing that may be created by or for the benefit of the Customer. The Customer’s only right to the Services and Documentation is the limited licence thereto as set forth in this agreement and the relevant SOW. (b) The Customer hereby assigns to Landfall any improvements it or its contractors create to or in connection with the Services or Documentation, including all Intellectual Property Rights in or arising out of that same, such assignment in the case of future property or rights to vest upon creation of the same. (c) Subject to clause 14.3, Landfall acknowledges and agrees that the Customer remains the owner of all Intellectual Property Rights in the Customer Background Material and Customer Data. 14.2 Licence to the Customer In consideration for payment of the Fees, Landfall grants to the Customer a non-transferable, non-assignable, non-exclusive, limited licence to use the Intellectual Property Rights in relation to the Services or other services supplied by Landfall to the extent necessary to allow the Customer the full use and enjoyment of the Services or other services in accordance with this agreement and any SOW for the internal business purposes of the Customer during the Term. 14.3 Licence to Landfall (a) The Customer grants to Landfall: (i) a non-exclusive, non-transferable, royalty-free licence to exercise the Intellectual Property Rights in Customer Background Material solely for the purpose of supplying the Services to the Customer; (ii) a non-exclusive, irrevocable, royalty-free licence to use the Customer Data to the extent reasonably required for the performance of Landfall’ obligations and the exercise of Landfall’ rights under this agreement and any SOW and for use in Landfall’ business generally (including the right to incorporate de-identified Customer Data into a database and exploit that database). The Customer also grants to Landfall the right to sub-license these rights. (b) The Customer warrants to Landfall that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law. (c) Subject to the terms of this agreement and the relevant SOW, Landfall may create back-up copies of the Customer Data at regular intervals during the Term and may retain each such copy during and after the Term. 14.4 No assignment Nothing in this clause effects any assignment of Intellectual Property Rights in any Services or other items supplied under this agreement or the relevant SOW unless the parties expressly agree in writing to the contrary. 14.5 Modification If Landfall reasonably determines, or any third party alleges, that the use of the Services by the Customer in accordance with this agreement or the relevant SOW infringes any person's Intellectual Property Rights, Landfall may at its own cost and expense modify the Services in such a way that they no longer infringe the relevant Intellectual Property Rights. 15 Privacy 15.1 Acknowledgment The parties acknowledge that they may collect and retain Personal Information during the Term of this agreement and any SOW. 15.2 Compliance with privacy laws and procedures The parties must (and must ensure that their respective personnel, subcontractors and Authorised Users) comply with the applicable Privacy Laws and ensure that they must: (a) not disclose, store, transfer or handle the Personal Information except in accordance with the Privacy Laws; (b) take all reasonable steps to ensure that the Personal Information is protected from misuse or loss, and from unauthorised access, modification or disclosure; (c) take all reasonable steps to destroy or permanently de-identify Personal Information that is no longer needed for the purposes of this agreement or the relevant SOW; (d) co-operate with any reasonable request or direction the other makes which relates to the protection of the Personal Information or the exercise of the functions of the relevant Privacy Regulator under the relevant Privacy Laws; (e) ensure that access to the Personal Information is limited to those of its personnel who are required to access that information for the purposes of this agreement or the relevant SOW; (f) ensure that it maintains appropriate systems and processes to ensure the protection of the Personal Information to prevent any authorised or unlawful use or access of the Personal Information and against accidental loss, disclosure or destruction of, or damage or alternation to the Personal Information; and (g) comply with any reasonable direction of the other party in relation to a complaint concerning privacy received from an individual. 15.3 Assistance The parties must provide to each other all assistance reasonably required in respect of any obligations they may have in respect of the Services under the applicable Privacy Laws. 15.4 Breach If either party becomes aware that it or its personnel is using, or has used, Personal Information in contravention of clause 15.2 (Contravening Conduct), that party must immediately: (a) provide the other party with notice of relevant details of the contravention; and (b) act to prevent or cease the Contravening Conduct. 16 Warranties 16.1 Landfall warranties Landfall represents and warrants that: (a) it has the full right, power and authority to enter into this agreement and each relevant SOW; (b) it has the full rights to resell, relicense or otherwise deploy the Cloud Products and to provide Services in relation to those; (c) it is not aware of any matters within its reasonable control which will or might adversely affect its ability to perform its contractual obligations under this agreement or the relevant SOW; and (d) the Services will be rendered with due care and skill. 16.2 Third Party Product Disclaimer (a) Landfall does not and cannot warrant that the Cloud Products, being third party products, nor that any other third party products (including patches, hotfixes, updates or device drivers), will perform in a particular way, yield any particular outcome for the Customer or its business, comply with any given standards nor will not breach any rights of any third parties. (b) If Landfall discovers or reasonably suspects that any Cloud Products or any other third party products breach the rights of any third parties, Landfall will notify the Customer and will take reasonable steps (but is not legally required and will not be in breach of this agreement or the relevant SOW if unable) to replace the relevant Cloud Product with another product that does not to Landfall’ knowledge breach third parties’ rights. The Customer acknowledges that any such replacement may involve further or different Fees being payable to Landfall. (c) Landfall does not and cannot warrant as to the effectiveness of anti-virus and anti-malware products or services. Any remedial works for issues caused by virus or malware infections that were not captured by the anti-virus or anti-malware measures are considered out of scope. (d) To the maximum extent permitted by law, Landfall excludes all liability for, and the Customer undertakes to at no time make or support any claim of any nature against Landfall or any of its employees, officers, agents or contractors in respect of, any cost, loss or damage of any nature caused or arising out of the application (automated or not) of any Cloud Products or other third party products, whether or not such application was via Landfall Services. (e) Any remedial work performed by Landfall to resolve issues caused by: (i) the application of Cloud Products or other third party products; (ii) virus or malware infections; or (iii) the Customer failing to follow Landfall’ recommendations, advice or guidelines, including about hardware and/or software compatibilities and configurations, is Out of Scope Work. 16.3 Consumer guarantee To the extent Landfall is required to do so by law, Landfall notes the following: Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled: • to cancel your service contract with us; and • to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service. 16.4 Customer warranties (a) The Customer represents and warrants that: (i) it has the full right, power and authority to enter into this agreement and each relevant SOW. (ii) all information provided by it to Landfall is accurate and is not, whether by omission of information or otherwise, misleading; (iii) the Customer has not withheld from Landfall any document, information or other fact material to the decision of the Customer to enter into this agreement or the relevant SOW; and (iv) the Customer does not rely upon any representation made to it by Landfall before entry into this agreement or the relevant SOW. (b) The Customer acknowledges and agrees that Landfall, in entering into this agreement and each SOW, relies on the warranties and representations made under this agreement and the relevant SOW. 16.5 Warranties generally All of the parties' warranties and representations in respect of the subject matter of this agreement and a SOW are expressly set out in this agreement and the relevant SOW (as applicable). To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this agreement or the relevant SOW will be implied into this agreement or any other agreement or related contract (including any SOW). 16.6 Acknowledgements and warranty limitations Subject to the warranties provided in this clause 16, to the maximum extent permitted by applicable law, the Services are provided “as is”, with all faults and without warranty of any kind and Landfall hereby disclaims any and all warranties and conditions with respect to the Services and Documentation, either express, implied or statutory, including, but not limited to, the implied warranties of merchantability, of fitness for a particular purpose, of accuracy, of quite enjoyment, and non-infringement of third party rights. Landfall does not warrant that the operation of the Services will be uninterrupted or error-free, or that defects in the Services (if any) can or will be corrected. No oral or written information or advice given by Landfall or any authorised representative of Landfall creates a warranty. 17 Limitation of liability 17.1 Limitation (a) To the maximum extent permitted by law and except as expressly provided to the contrary in this agreement or the relevant SOW, including by clauses 17.2 and 17.3, any liability of Landfall for any loss or damage, however caused (including by negligence of Landfall), suffered by the Customer in connection with this agreement or the relevant SOW is limited to the amount of the Fees paid by the Customer to Landfall in the prior twelve (12) months for the delivery of the Services under this agreement or the relevant SOW. (b) The limitation set out in clause 17.1(a) is an aggregate limit for all Claims, wherever made. (c) Nothing in this agreement or any SOW is intended to exclude any liability that is unlawful to be excluded and any such term should be read as excluding such liability only to the extent permitted by law. 17.2 Consequential loss Subject to clause 17.4, Landfall is not liable for any Consequential Loss however caused (including by the negligence of Landfall), suffered or incurred by the Customer in connection with this agreement or any SOW. 17.3 Seriousness or nature For clarity, and without limiting clauses 17.1 and 17.2, the parties agree that clauses 17.1 and 17.2 are to apply in connection with a breach of this agreement or a SOW, anticipated breach of this agreement or a SOW and other conduct regardless of the seriousness or nature of that breach, anticipated breach or other conduct. 17.4 Consumer remedies If the Competition and Consumer Act 2010 (Cth) or any other legislation does not permit Landfall to exclude or limit its liability as contemplated by clauses 17.1 and 17.2, clauses 17.1 and 17.2 do not apply to that liability and instead Landfall’ liability for such breach is limited to, at Landfall’ option: (a) the supplying of the Services again; or (b) the payment of the reasonable cost of having the Services supplied again. 18 Indemnity 18.1 Indemnity To the maximum extent permitted by law and except as expressly provided to the contrary in this agreement or the relevant SOW, the Customer is liable for, and indemnifies Landfall from and against all loss or damage (including legal costs) incurred or suffered by Landfall however caused in connection with: (a) any breach of this agreement or a SOW by the Customer; (b) any breach or alleged breach by the Customer of Landfall’ Intellectual Property Rights relating to the Services or other items under this agreement or a SOW; (c) the enforcement of Landfall’ rights in connection with any alleged or actual breach of this agreement or a SOW by the Customer; and (d) any act or omission of the Customer. 18.2 Continuing obligation Each indemnity contained in this agreement and the relevant SOW, including in clause 18.1, is a continuing obligation notwithstanding: (a) any settlement of account; (b) termination of this agreement or the relevant SOW; or (c) the occurrence of any other thing, and it is not necessary for Landfall to incur expense or make payment before enforcing or making a Claim under an indemnity. 19 Termination 19.1 Termination by either party Either party (Terminating Party) may terminate this agreement or a SOW with immediate effect by giving written notice to the other party (Terminated Party) if: (a) the Terminated Party breaches any material term of this agreement or the relevant SOW which is: (i) not capable of remedy; or (ii) capable of remedy, but fails to remedy the breach within 30 days after receiving notice from the Terminating Party requiring it to do so; or (b) the Terminated Party becomes the subject of an Insolvency Event; or (c) in the case of the Customer being in default of its payment obligations with respect to the payment of invoices under clause and such default has not been rectified within 14 days. 19.2 Notice of Insolvency Events A party must give notice to each other party if an Insolvency Event happens to that party. 19.3 Effect of termination (a) If this agreement or a SOW is terminated under this clause 19, no party will have any liability to any other party in respect of this agreement or the SOW (as applicable) unless the liability arose prior to the date of termination. (b) If this agreement is terminated under this clause 19 and there is a SOW under which the Term has not expired, then that SOW will terminate on expiry of the relevant Initial Term or Renewal Term (unless terminated earlier). Where this clause 19.3(b) applies, these MSA Terms will survive termination to the extent necessary to give effect to any unexpired SOW. 19.4 No Statements of Work Either party may terminate this agreement at any time where there are no SOWs in operation, providing that the terminating party gives 90 days’ written notice and such notice is not served prior to the first anniversary of the date of this agreement. 19.5 Obligations on termination In the event of termination or expiry of this agreement or a SOW the Customer and all Authorised Users must immediately discontinue use of all Services and Documentation, and any copies thereof in whole or in part and all software and documentation derived from or based in whole or in part on any of those. 20 Force Majeure Event 20.1 Force majeure (a) If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this agreement or a SOW (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event. (b) A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this agreement or a SOW, must: (i) promptly notify the other; and (ii) inform the other of the period for which it is estimated that such failure or delay will continue. (c) A party whose performance of its obligations under this agreement or a SOW is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event. 21 Dispute Resolution 21.1 Dispute This clause 21 applies to any dispute which may arise between: (a) Landfall and the Customer; and (b) the Customer and any third party; in connection with this agreement or a SOW (Dispute). 21.2 Dispute Notice (a) If either the Customer or Landfall considers that a Dispute has arisen, it must notify the other party of the Dispute, providing reasonable particulars of the matters in dispute (Dispute Notice). (b) Subject to clause 21.5, the Customer must not commence or maintain any action or proceeding in any court, tribunal or otherwise regarding the Dispute without first giving a Dispute Notice and complying with the provisions of this clause 21. 21.3 Initial Discussions (a) If the Dispute is between the Customer and Landfall, the parties must promptly hold discussions between the representatives of each party after the issue of a Dispute Notice to attempt to resolve the Dispute. (b) If the Dispute is between the Customer and a third party relating to this agreement or a SOW, Landfall may, after the issue of a Dispute Notice, hold discussions with the third party to attempt to resolve the Dispute. 21.4 Landfall’ Response (a) If either Dispute in clause 21.3(a) or 21.3(b) has not been resolved within 10 Business Days after the initial discussions in clause 21.3 have taken place, Landfall may, at its election and in its sole discretion (and in addition to any other rights it might have): (i) refund the Fees (or part thereof) paid by the Customer under this agreement and the relevant SOW; or (ii) retain the Fees paid by the Customer in connection with this agreement and the relevant SOW and take no further action. (b) If the Dispute has not been resolved within 10 Business Days after Landfall’ response under clause 21.4, either party may pursue its rights and remedies under this agreement as it sees fit. 21.5 Court proceedings Notwithstanding anything in this clause 21, a party may at any time commence court proceedings in relation to a Dispute or Claim arising in connection with this agreement or a SOW where that party seeks urgent interlocutory relief. 22 Notices 22.1 Details for notices A person’s address and email address are those set out in this agreement, or as the person notifies the sender from time to time. 22.2 Service of notices Any demand, notice, consent, approval or other communication (Notice) under this agreement or a SOW may be given by a party or the solicitor for that party provided that it is: (a) in writing, in English and signed by a person duly authorised by the sender; (b) addressed to the person to whom it is to be given; and (i) given as follows: (A) delivered by hand to that person’s address; (B) sent by prepaid mail (and by prepaid airmail if the person is overseas) to that person’s address; or (C) sent by email to that persons’ email address. 22.3 Effective on receipt (a) Subject to clause 22.3(b) a notice, consent or communication delivered under clause 22.1 is given and received: (i) if it is hand delivered, on delivery; (ii) if it is sent by prepaid post: (A) within Australia – three (3) Business Days after posting; or (B) to or from a place outside Australia – twenty one (21) Business Days after posting; or (iii) if it is sent by email, at the time shown in the delivery conformation report generated by the sender’s email system. (b) If the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day. 23 General 23.1 Assignment A party must not assign or transfer or otherwise deal with any right under this agreement or a SOW without the prior written consent of the other parties. However, Landfall may subcontract provision of some Services under this agreement or SOW from time to time but will remain primarily responsible for the provision of those in accordance with this agreement and the relevant SOW. 23.2 Location of Services Landfall is able to provide the services from whatever locations it determines. 23.3 Further assurances Each party must do all things and execute all further documents reasonably necessary to give full effect to this agreement and each SOW and refrain from doing anything that might reasonably hinder the performance of the agreement or SOW. 23.4 Costs and expenses Each party is responsible for all its own costs and expenses in connection with the negotiation, preparation and execution of this agreement and each SOW. 23.5 Further steps Each party must promptly do whatever the other party reasonably requires of it to give effect to this agreement and each SOW and to perform its obligations under it. 23.6 Waiver and exercise of rights A single or partial exercise or waiver by a party of a right relating to this agreement or a SOW does not prevent any other exercise of that right or the exercise of any other right. A party is not liable for any loss of the other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right. 23.7 Severability If any provision of this agreement or a SOW is held to be invalid, unlawful or unenforceable such provision or part (as the case may be) shall be ineffective only to the extent of such invalidity, unlawfulness or unenforceability and will not prejudice or affect the remainder of such provision or any other provision under this agreement or a SOW. 23.8 Counterparts This agreement and each SOW may consist of a number of counterparts and, if so, the counterparts taken together constitute one document (as applicable). 23.9 Entire understanding (a) This agreement contains the entire understanding between the parties as to its subject matter. (b) All previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this agreement are merged in and superseded by this agreement and are of no effect. No party is liable to the other party in respect of those matters. (c) No oral explanation or information provided by any party to another: (i) affects the meaning or interpretation of this agreement; or (ii) constitutes any collateral agreement, warranty or understanding between any of the parties. 23.10 Governing law and jurisdiction This agreement and each SOW is governed by and is to be construed in accordance with the laws applicable in the state of Victoria. Each party irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of Victoria and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts. 23.11 Survival The provisions of clauses 7 (Use of Services), 8 (Equipment), 9 (Personal Property Securities Act), 10 (Payment), 13 (Confidential Information), 14 (Intellectual Property Rights), 15 (Privacy), 16 (Warranties), 17 (Limitation of Liability) and 18 (Indemnity) will survive the termination or expiry of this agreement. 23.12 Relationship between the parties The parties acknowledge that: (a) nothing contained in this agreement or any SOW is to be read or construed so as to constitute the relationship of employer and employee, principal and agent or of partnership between the parties; and (b) neither party may pledge or purport to pledge the credit of the other party or make or purport to make any representations, warranties or undertakings for any other party.   Schedule 1 Template SOW Parties [Customer] ACN Of [Insert Address] (Customer) Landfall Solutions Pty Ltd ACN 630 603 164 of [Insert Address] (Landfall) Background A. [insert] 1 Definitions and Interpretation Capitalised terms in this document have the same meaning as set out in the MSA. The rules of interpretation set out in the MSA also apply to this document. 2 Service Summary 2.1 Services [insert] 3 Service Details Item 1 Initial Term [Insert##] years Item 2 Further Term [Insert##] further terms of [insert##] years Item 3 Cloud Products [insert] Item 4 Effective Date [insert] Item 5 Fees [insert] Item 6 Late Payment interest rate [insert] % p.a. Item 7 Initial Volumes [insert] Item 8 Special conditions [insert] Item 9 Additional Services Landfall will provide the following Additional Services as agreed between the parties: Additional Services Additional Services Fees ($AUD) [insert] $[Insert] Item 10 Excluded Item Rate $[Insert##] per hour 4 Service Standards Landfall must ensure the following Service Standards are adhered to in providing the Services. 4.1 Service availability [insert] 4.2 Service Support [insert] 4.3 Customer Support KPI’s [insert] 4.4 Service Support KPI’s [insert] 4.5 Service Reporting [insert] 4.6 Services and IT Security [insert] 5 Disengagement Services [insert] EXECUTION This Statement of Work is executed as an agreement. EXECUTED by Landfall Solutions Pty Ltd ACN 630 603 164 in accordance with section 127(1) of the Corporations Act 2001 ) ) Signature of Director Signature of Director / Company Secretary (delete as applicable) Name of Director (Please print) Name of Director / Company Secretary (Please print) [insert Customer Execution Block]   MSA EXECUTION PAGE Executed as an agreement on the <> day of <>, <> EXECUTED by Landfall Solutions Pty Ltd ACN 630 603 164 in accordance with section 127(1) of the Corporations Act 2001 ) ) Signature of Director Signature of Director / Company Secretary (delete as applicable) Name of Director (Please print) Name of Director / Company Secretary (Please print) EXECUTED by the Customer in accordance with section 127(1) of the Corporations Act 2001 ) ) Signature of Director Signature of Director / Company Secretary (delete as applicable) Name of Director (Please print) Name of Director / Company Secretary (Please print)