Version 2.0 · Last updated: August 2026

Best International Group Pty Ltd (“Best”) (ABN 41 102 778 414) of Level 11, 56 Berry Street, North Sydney, New South Wales, 2060.

RECITALS

A. The Partner wishes to receive the services outlined in the Statement of Works (“SOW”) (see Schedule 1).

B. Best has the skills, background and experience in providing the services outlined in the SOW.

C. Best supplies the Services as principal.

D. Best is willing to provide the Services and the Partner is willing to appoint Best to provide the Services, all in accordance with the provisions of this Agreement.

1. Definitions and Interpretation

1.1 Definitions

In this Agreement unless the context indicates otherwise, the following words will have the following meanings:

Agreement means these Best Standard Terms of Supply together with each Quote and Statement of Works into which they are incorporated under clause 2.

Background IP means the Intellectual Property of a Party which was in existence prior to the commencement of this Agreement or which is subsequently developed by that Party independently of and for purposes unconnected with this Agreement.

BestCare means Best’s prepaid outcome service under which the Partner purchases Units and redeems them against Services in accordance with clause 5.

BestConnect means Best’s partner platform, including BestConnect Quote, through which Quotes may be issued and accepted, cases logged, and Unit balances and consumption reported.

Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).

Confidential Information means any information of a Party (the Discloser) that is marked as confidential, or that is received or developed by the other Party (the Recipient) in connection with this Agreement, is not publicly available, and relates to the processes, equipment, techniques, pricing, commercial arrangements or business of the Discloser or of an End Customer. It includes all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics, proposals and intentions, technical data, rate cards, and marketing information such as customer lists, financial information and business plans.

Consumer Guarantee means a guarantee applicable to the supply of goods or services which is incorporated into this Agreement pursuant to division 1 part 3-2 of the Australian Consumer Law.

Contract IP means Intellectual Property created by Best in the course of performing its obligations under this Agreement.

Deliverable means the Services and any report, record, documentation or materials supplied by Best to the Partner under a Statement of Works.

End Customer means the customer of the Partner for whose site, benefit or account the Services are provided.

Facilities means working space, computer equipment, access to the internet and the Partner’s or End Customer’s computer network, telecommunications system and similar resources. It includes access to such resources and the use of them to the extent required by Best in order to perform the Services.

Fee(s) means the fees set out in the Quote or the SOW.

Force Majeure Event means any occurrence or omission as a direct or indirect result of which the Party relying on it is prevented from or delayed in performing any of its obligations under this Agreement and which is beyond the reasonable control of that Party and could not have been prevented or mitigated by reasonable diligence or precautionary measures, including forces of nature, natural disasters, acts of terrorism, riots, revolution, civil commotion, epidemic, industrial action and action or inaction by a government agency, but does not include any act or omission of a subcontractor.

GST Law has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

HyperCare means Best’s contracted managed outcome service, under which a fixed monthly fee is payable per site for the term. HyperCare is supplied under a separate written agreement and is not governed by this Agreement except to the extent a Statement of Works expressly says so.

Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, confidential information, know-how, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals and extensions of such rights.

Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.

Partner means the person or entity identified as the customer, partner or purchaser in the Quote or the Statement of Works.

Partner Equipment means any equipment, hardware, spare part or other goods owned by the Partner or by an End Customer which comes into Best’s possession, custody or control in connection with the Services.

Parties means Best and the Partner, and Party means either one of them.

Personal Information has the meaning given in any applicable Privacy Law.

Personnel means, in relation to a Party, its officers, employees, agents and subcontractors. Best’s Personnel means any person or persons that Best designates to perform the Services on Best’s behalf.

PPSA means the Personal Property Securities Act 2009 (Cth).

Privacy Law means any legislation or administrative requirement (as amended from time to time) imposing an obligation in relation to the collection, use, disclosure, storage and transmission of Personal Information which is applicable to a Party in the performance of its obligations under this Agreement, including without limitation any codes, principles or guidelines contained in or arising out of such legislation.

Quote means a written quotation, order confirmation or acceptance issued by Best for the supply of Services or Units, including one issued or accepted through BestConnect Quote.

Related Body Corporate has the meaning given in s 50 of the Corporations Act 2001 (Cth).

Service Definition means Best’s current published service definition document for the relevant service, as notified to the Partner or otherwise made available by Best.

Services means the services to be provided by Best under this Agreement.

Statement of Works or SOW means the document setting out the specific Services to be provided by Best, issued by Best separately for each engagement and incorporated into this Agreement under clause 2. See Schedule 1.

Termination Date means the earlier of:

(i) the date of termination of this Agreement by the Partner or Best; and

(ii) the date on which the last Statement of Works then on foot is completed or expires and no Units purchased by the Partner remain valid.

Unit means one BestCare unit, being the unit of consumption in which the cost of an outcome is expressed and quoted under clause 5.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a) words importing any gender include every gender;

(b) words importing the singular number include the plural number and vice versa;

(c) words importing persons include firms, companies and corporations and vice versa;

(d) references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this Agreement;

(e) reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;

(f) any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

(g) the headings to the clauses and schedules of this Agreement are not to affect the interpretation;

(h) any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by-law made under that enactment;

(i) the word “including” (and related forms including “includes”) means “including without limitation”; and

(j) a reference to $ or dollars is a reference to Australian dollars, and all amounts are exclusive of GST unless stated otherwise.

2. Acceptance and incorporation

(a) These terms apply to every supply of Services and Units by Best to the Partner and are incorporated into each Quote and each Statement of Works.

(b) The Partner accepts these terms by any of the following: signing or accepting a Quote or a Statement of Works; accepting a Quote through BestConnect Quote; issuing a purchase order in response to a Quote; or requesting or permitting Best to commence the Services.

(c) Each Quote or Statement of Works accepted under paragraph (b) forms a separate agreement between the Parties on these terms.

(d) Any term contained in a purchase order, supplier portal, procurement questionnaire or other document issued by the Partner is of no effect and does not form part of this Agreement. Best does not accept any such term by reason of receiving a purchase order, commencing or performing the Services, or accepting payment.

(e) If there is any inconsistency between the documents forming this Agreement, the order of precedence is, in descending order:

(i) any separate written agreement signed by both Parties which expressly states that it overrides these terms;

(ii) the Statement of Works;

(iii) the Quote;

(iv) these terms; and

(v) the applicable Service Definition.

(f) Best may amend these terms from time to time by publishing an updated version. The version in force at the date of a Quote applies to that Quote and to the Statement of Works issued under it, and a later version does not affect a Quote already accepted.

3. Duration

(a) These terms take effect on the date they are first accepted under clause 2 and continue until the Termination Date.

(b) Termination of this Agreement does not of itself terminate a Statement of Works then on foot, and does not affect Units already purchased except as set out in clauses 5 and 19(d).

(c) Clauses 12, 13, 14, 16, 17, 18 and 20.12 survive termination or expiry of this Agreement.

4. Services

(a) Best will provide the Services to the Partner in consideration for the Partner paying the Fee to Best, subject to the provisions of this Agreement.

(b) Best and the Partner will agree on the time and place for the performance of the Services.

(c) Best will complete the Services, including the provision of data, materials or reports, by the dates specified in the Statement of Works or any other dates agreed by the Parties, subject to clause 18.5.

(d) The Services will be performed by Best’s Personnel as Best may choose as most appropriate to carry out the Services as agreed from time to time by the Parties.

(e) The Services to be performed as agreed by the Parties, the time estimates for the provision of the particular Services, and the Fee(s) or Units will be set out in the Statement of Works.

5. BestCare Units

(a) The Partner may purchase Units in packs. Units are purchased at the price set out in the Quote and are payable in full before Units are released for consumption, unless a monthly payment option is agreed in writing.

(b) Before dispatch, Best will tell the Partner the number of Units an outcome will consume. On the Partner’s acceptance of that Quote, the number of Units and the cost of the outcome are fixed and will not change, except where the scope of the Services changes or clause 9(d) applies.

(c) Units are valid for 12 months from the date of purchase.

(d) Units not consumed within the validity period expire. If the Partner purchases a further pack of Units before, or within 30 days after, the date of expiry, Best will reinstate the expired Units and they will be valid for 12 months from the date of that further purchase.

(e) Units are not refundable, are not redeemable for cash, and confer no entitlement to Services after they expire. Units may not be transferred to another entity without Best’s prior written consent, other than to a Related Body Corporate of the Partner.

(f) Best will provide the Partner with a monthly consumption report showing Units purchased, Units consumed, the balance remaining, and each job against which Units were consumed.

(g) A change to Best’s Unit price does not affect Units already purchased, which remain redeemable in accordance with clause 7.3.

(h) This clause does not apply to HyperCare, which is supplied under a separate written agreement.

6. Location

Best will provide the Services in the places and locations set out in the Statement of Works.

7. Fee(s)

7.1 Payment of Fees

(a) In consideration of the provision of the Services in accordance with this Agreement, the Partner will pay Best the Fees, or Units will be consumed in accordance with clause 5.

(b) Where Best’s charges are based on an hourly or daily rate, any time spent which is less than the relevant billing increment is charged on a pro-rated basis.

(c) The Partner acknowledges that the Fees are exclusive of any GST that may be charged by Best to the Partner, and Best is entitled to add GST at the prevailing rate.

7.2 Invoicing

(a) Best will provide the Partner with a tax invoice in accordance with the GST Law in relation to Fees payable under this clause 7.

(b) When making a payment, the Partner must quote the relevant reference numbers and the invoice number.

(c) The invoice referred to in clause 7.2(a) must include the following details before payment can be approved and forwarded:

(i) the date of the Services;

(ii) a description of the Services provided; and

(iii) the ABN of Best.

(d) Unless the Statement of Works provides otherwise, payment is due 14 days from the date of the invoice.

(e) Invoices for Units are payable before the Units are released for consumption, unless a monthly payment option is agreed in writing.

7.3 Variation of Fees

(a) Best is entitled to vary its rates during the term of this Agreement by giving the Partner not less than 30 days’ written notice before the change takes effect.

(b) A variation under paragraph (a) does not affect a Quote already accepted by the Partner, or Units already purchased. Units already purchased remain redeemable at the value at which they were purchased until they expire.

7.4 Costs and disbursements

(a) The Units or Fees quoted for an outcome include all costs and expenses of performing the Services within the scope quoted, including travel, storage, courier services and miscellaneous equipment costs, except to the extent the Quote or the Statement of Works states otherwise.

(b) Best is entitled to charge separately for costs and expenses reasonably incurred where clause 9(d) applies, or where the scope of the Services changes after the Quote is accepted.

7.5 Failure to pay

If the Partner does not make a payment by the date stated in an invoice or as otherwise provided for in this Agreement, Best is entitled to do any or all of the following:

(i) charge interest on the outstanding amount at the rate of 4% per annum above the Reserve Bank of Australia cash rate target applying from time to time, accruing daily;

(ii) require the Partner to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and

(iii) suspend or decline to perform any further Services (or any part of the Services).

7.6 Disputed invoices

If the Partner disputes the whole or any portion of the amount claimed in an invoice submitted by Best, the Partner must:

(a) pay the portion of the amount stated in the invoice which is not in dispute in accordance with the terms of payment set out in this Agreement; and

(b) notify Best in writing, within 7 days of receipt of the invoice, of the reasons for disputing the remainder of the invoice.

8. Best’s Personnel

(a) If the Partner:

(i) gives a notice in writing to Best; and

(ii) has reasonable grounds which have been disclosed and discussed with Best,

the Partner may require Best to cease to permit a particular person or persons employed by Best or acting as agent for Best to carry out the Services.

(b) If the Partner makes the requirement referred to in clause 8(a), Best must, as soon as it is practicable:

(i) cease to provide the service of the particular person or persons in respect of the Partner’s business; and

(ii) provide the services of an alternative person or persons as may be reasonably acceptable to the Partner.

9. The Partner’s Obligations

(a) During the preparation of the Statement of Works and the performance of the Services the Partner will:

(i) cooperate with Best as Best reasonably requires;

(ii) provide the information and documentation that Best reasonably requires;

(iii) make available to Best such Facilities as Best reasonably requires; and

(iv) ensure that the Partner’s staff and agents cooperate with and assist Best.

(b) Before each attendance by Best’s Personnel at a site, the Partner will:

(i) provide accurate and complete site information, including the site address, access arrangements, and the name and contact details of the site contact;

(ii) ensure that a site contact with authority to grant access and to sign off the completed work is available at the agreed time;

(iii) ensure that all equipment, spare parts and materials required for the Services and not expressly stated in the Statement of Works as supplied by Best are delivered to the site before the attendance;

(iv) notify Best of all induction, permit, security clearance and site-rule requirements at least 5 business days before the attendance; and

(v) obtain all consents and authorities from the End Customer necessary for Best to attend the site and perform the Services.

(c) The Partner will not charge for Best’s use of the Facilities made available by the Partner.

(d) If the Partner does not comply with paragraph (a) or (b), and as a result Best is unable to complete the Services during an attendance or incurs additional cost:

(i) the attendance is treated as performed for the purposes of the Units consumed or the Fees payable;

(ii) any further attendance required to complete the Services consumes further Units or attracts further Fees; and

(iii) any additional costs and expenses reasonably incurred by Best are payable by the Partner.

(e) Nothing in paragraph (d) limits Best’s obligations under clause 18.1.

10. No partnership or employment relationship

(a) Nothing in this Agreement constitutes the relationship of employer and employee between the Partner and Best or between the Partner and Best’s Personnel.

(b) It is the express intention of the Parties that any such relationships are denied.

11. Use of subcontractors

(a) Best is permitted to engage other persons to provide some or all of the Services.

(b) Best is responsible for the work of any of Best’s subcontractors as if it were performed by Best.

(c) Any work undertaken by any of Best’s subcontractors will be undertaken to at least the standard stated in this Agreement and the Statement of Works.

(d) Where the terms of a subcontract stipulate a higher standard for any of the Services than the standards set out in this Agreement, that higher standard does not reduce Best’s obligations to the Partner, and no term of a subcontract creates any right or obligation between the Partner and the subcontractor.

(e) Best will ensure that each of its subcontractors is bound by obligations equivalent to clauses 12, 14, 16 and 17.

12. Channel protection

(a) Best supplies field services through the channel only. Best will not, during the term of this Agreement and for 12 months after the Termination Date, solicit or accept an engagement to supply field services directly to an End Customer introduced to Best by the Partner, other than through the Partner.

(b) Paragraph (a) does not apply where the Partner gives its prior written consent, or where Best had an existing relationship with that End Customer before the introduction.

(c) Where the Statement of Works requires it, Best will perform the Services under the Partner’s brand, and will not represent to an End Customer that Best has a direct contractual relationship with that End Customer.

(d) The Partner will not approach or engage Best’s Personnel or Best’s subcontractors directly for the supply of services outside this Agreement.

(e) This clause extends to each Party’s Related Bodies Corporate.

13. Non-solicitation of Personnel

(a) The Partner must not, during the term of this Agreement and for 12 months after the date on which a member of Best’s Personnel last attended a site for the Partner, directly or indirectly solicit, entice or induce that person to leave Best’s employment or engagement, or employ or engage that person.

(b) Paragraph (a) does not apply where the person responds to a public advertisement which is not directed at Best’s Personnel.

(c) If the Partner breaches paragraph (a), the Partner must pay Best a recruitment fee of $15,000 (exclusive of GST), which the Parties agree is a genuine pre-estimate of Best’s cost of recruiting, inducting and training a replacement.

(d) This clause extends to the Partner’s Related Bodies Corporate.

14. Disclosure and ownership of intellectual property

(a) The Parties agree that nothing in this Agreement transfers or grants to any Party any right, title or interest in or to any Intellectual Property in any Background IP.

(b) Contract IP which is specific to an End Customer site — including as-built records, site documentation, cabling schedules, asset registers, device configurations and completion reports — vests in the Partner on payment in full of the Fees for the Statement of Works under which it was created.

(c) All other Contract IP, including anything of general application such as Best’s methodologies, processes, templates, checklists, tools, software and training material, remains the property of Best and is Background IP of Best for the purposes of any later Statement of Works.

(d) Best grants the Partner a non-exclusive, royalty-free, perpetual licence to use Best’s Background IP to the extent necessary for the Partner to receive and use the Deliverables.

(e) The Partner may sub-licence the rights granted under paragraphs (b) and (d) to the relevant End Customer.

(f) Best warrants that the Deliverables will not infringe the Intellectual Property of any third party, and indemnifies the Partner against Claims arising from such infringement. This warranty and indemnity do not apply to the extent the infringement arises from Partner Equipment or from any material, specification or instruction supplied by the Partner or an End Customer.

15. Partner Equipment

(a) The Partner will supply, or arrange for the End Customer to supply, all equipment required for the Services other than any materials expressly stated in the Statement of Works as supplied by Best.

(b) Where Partner Equipment comes into Best’s possession, custody or control — including for staging, spares holding, swap-out or return logistics — Best will store it securely, keep it separately identified, use it only for the purposes of the Services, and maintain records of it.

(c) Risk in Partner Equipment passes to Best when Best takes possession of it, and passes back to the Partner on delivery of that equipment to the site, to the Partner, or to a carrier nominated by the Partner.

(d) Title to Partner Equipment does not pass to Best at any time. Best holds Partner Equipment as bailee.

(e) Best’s liability for loss of or damage to Partner Equipment while in Best’s custody is limited to the lesser of the replacement cost of the affected equipment and $150,000 per event. The $150,000 limit applies by default to each Statement of Works, and may be varied only by special arrangement recorded in writing in the Statement of Works. Where the limit is increased, the increase takes effect only once Best has confirmed in writing that its insurance has been endorsed accordingly. Clause 18.6(a) does not apply to this paragraph.

(f) The Partner warrants that it is entitled to deliver the Partner Equipment into Best’s custody and that doing so does not breach the rights of any third party.

(g) Where Best supplies materials or equipment, title and risk in those items pass to the Partner on delivery, and Best retains a security interest in them under the PPSA until Best has been paid in full. The Partner will do all things reasonably required by Best to perfect that security interest.

16. Confidentiality

(a) A Party which receives Confidential Information (Recipient) from the other Party (Discloser) must keep the Discloser’s Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.

(b) The Recipient’s obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the Discloser.

(c) At the Termination Date, or when earlier directed by the Discloser:

(i) all Confidential Information must be returned to the Discloser, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the Recipient makes and any software that the Recipient creates based on the Confidential Information; and

(ii) the Recipient must erase and destroy any copies of any software containing or comprising the Confidential Information in the Recipient’s possession or under the Recipient’s control or that may have been loaded onto a computer possessed or controlled by the Recipient.

(d) The Confidential Information does not include information which:

(i) is generally available in the public domain otherwise than as a result of a breach of clause 16(a) by the Recipient;

(ii) was known by the Recipient prior to the Discloser disclosing the information to the Recipient; or

(iii) the Recipient is required to disclose by law, by a court, or by the rules of a recognised stock exchange, provided the Recipient gives the Discloser prior notice where it is lawful to do so.

(e) The Recipient agrees that the Discloser may require any of the Recipient’s Personnel to sign a confidentiality agreement in a form that the Discloser approves, as a condition of the Discloser’s acceptance of any of the Recipient’s Personnel.

(f) The Recipient agrees to indemnify the Discloser fully against all liabilities, costs and expenses which the Discloser may incur as a result of any breach of this clause 16 by the Recipient.

(g) The Recipient acknowledges that damages may be an inadequate remedy for breach of this clause 16 and that the Discloser may obtain injunctive relief against the Recipient for any breach of this clause 16.

(h) The obligations accepted by the Recipient under this clause 16 survive termination or expiry of this Agreement.

17. Privacy

(a) The Partner is responsible for obtaining all relevant consents from, and providing all relevant notices to, individuals whose Personal Information is provided by the Partner to Best in connection with this Agreement, so as to ensure that Best’s dealings with that information pursuant to this Agreement comply with Best’s obligations under any Privacy Laws.

(b) The Partner must indemnify Best against, and must pay Best on demand the amount of, all Losses, liabilities, costs and expenses arising out of its failure to comply with clause 17(a).

(c) The Partner must:

(i) immediately notify Best if it becomes aware of any unauthorised access to, or unauthorised disclosure of, Personal Information under its control by virtue of this Agreement, and provide advice as to whether it considers that such security breach may result in serious harm to any individual to whom the information relates;

(ii) comply with any directive from Best as to which Party will discharge any statutory reporting obligation arising from the incident;

(iii) conduct or assist Best in conducting a reasonable and expeditious assessment of the breach or suspected breach; and

(iv) ensure compliance with all mandatory data breach reporting obligations arising out of the breach or suspected breach.

(d) Best will comply with the Privacy Laws in its handling of Personal Information received from the Partner, will use that Personal Information only for the purposes of this Agreement, and will notify the Partner promptly if it becomes aware of any unauthorised access to, or unauthorised disclosure of, that Personal Information.

18. Warranties, liability and indemnities

18.1 Warranties

(a) Best warrants that it will use reasonable care and skill in performing the Services and to the standard generally accepted within the industry, sector or profession in which Best operates for the type of Services provided by Best.

(b) If Best performs the Services (or any part of the Services) negligently or materially in breach of this Agreement including any part of the Statement of Works, the Partner may, by notice given under paragraph (c), elect either:

(i) that Best re-perform the relevant part of the Services at no further charge and without the consumption of further Units; or

(ii) that Best credit the Units consumed, or refund the Fees paid, for the relevant part of the Services,

subject to clauses 9(d), 18.6(a) and 18.6(b).

(c) The Partner’s notice referred to in clause 18.1(b) must be given within 14 days of the date Best completed performing the Services.

18.2 Insurances

Best must take out and maintain the following insurance:

(a) workers’ compensation insurance as prescribed by law for Best’s Personnel;

(b) public liability insurance for a minimum amount of $20 million, unless otherwise agreed;

(c) professional indemnity insurance for a minimum amount of $10 million, unless otherwise agreed; and

(d) insurance covering loss of or damage to Partner Equipment while in Best’s custody.

Best will provide the Partner with certificates of currency for the insurances referred to in this clause 18.2 on reasonable request.

18.3 Employees and subcontractors

(a) Best covenants that Best is solely responsible for payment to Best’s employees and agents of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled as Best’s employees or agents.

(b) Best must otherwise comply with legislation applicable to Best’s employees and agents.

18.4 Compliance with all laws

Throughout this Agreement Best must comply at Best’s own cost and expense with all acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any Commonwealth, state and local government departments, bodies, and public authorities or other authority, to the extent they apply to Best or to the Services. Best must indemnify the Partner from and against all Claims and Losses in respect of any failure to do so.

18.5 No warranty as to dates

Best does not warrant that the Services will be completed by any particular date. Any date or time estimate given in this Agreement, a Quote or a Statement of Works is an estimate only, unless the Statement of Works expressly states a service level, in which case that service level applies.

18.6 Limitation on liability

(a) Except in the case of death or personal injury caused by Best’s negligence, the liability of Best under or in connection with a Statement of Works, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, must not exceed the Fees paid by the Partner to Best under that Statement of Works. The provisions of this clause 18.6(a) do not apply to clauses 15(e), 16 or 18.4.

(b) Neither Party is liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature, including any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause do not apply to clause 7. For the purposes of this paragraph, “consequential loss or damage” means any Loss that does not arise naturally and according to the usual course of things as a result of a breach of this Agreement or other event giving rise to such Loss, whether or not such Loss may reasonably be supposed to have been in the contemplation of the Parties at the time they made this Agreement.

(c) Best’s liability for failure to comply with a Consumer Guarantee is limited to:

(i) in the case of goods supplied to the Partner, the replacement of the goods or the supply of equivalent goods (or the payment of the cost to the Partner of the replacement or supply), or the repair of the goods (or the payment of the cost to the Partner of the repair); and

(ii) in the case of services supplied to the Partner, the supply of the services again or the payment of the cost to the Partner of having the services supplied again.

18.7 No reliance

(a) Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

(b) Nothing in this Agreement excludes, restricts or modifies any right, guarantee, warranty or remedy which cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law.

18.8 Survival of obligations

The obligations accepted by Best and the Partner under this clause 18 survive termination or expiry of this Agreement.

19. Termination

(a) Either Party may terminate this Agreement by notice in writing to the other if the other Party:

(i) fails to observe any term of this Agreement; and

(ii) fails to rectify that breach, to the reasonable satisfaction of the notifying Party, following the expiration of 14 days’ notice of the breach being given in writing by the notifying Party to the other Party.

(b) Either Party may terminate this Agreement immediately upon the happening of any of the following events:

(i) if the other Party commits a material breach of this Agreement which is incapable of rectification;

(ii) if the other Party enters into a deed of arrangement or an order is made for it to be wound up;

(iii) if an administrator, receiver or receiver and manager, or a liquidator, is appointed to the other Party pursuant to the Corporations Act 2001 (Cth); or

(iv) if the other Party would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act 2001 (Cth).

(c) Upon termination of this Agreement any fees, expenses or reimbursements payable by the Partner to Best in respect of any period prior to the Termination Date must be paid by the Partner within 7 days after the Termination Date.

(d) Where this Agreement is terminated other than for the Partner’s breach, Units which remain valid at the Termination Date may be consumed within 60 days after that date, after which they expire. Where Best terminates for the Partner’s breach, unconsumed Units expire on the Termination Date.

20. General

20.1 Force Majeure

(a) Neither Party has any liability under, or may be deemed to be in breach of, this Agreement for any delays or failures in performance of this Agreement which result from a Force Majeure Event.

(b) The Party affected by these circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

(c) If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.

20.2 Amendments

(a) A Quote or a Statement of Works may only be amended in writing agreed by duly authorised representatives of the Parties.

(b) Best may amend these terms in accordance with clause 2(f).

20.3 Assignment

(a) Subject to paragraphs (b) and (c), neither Party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. This paragraph does not limit clause 11.

(b) A Party may assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

(c) A Party may assign its rights and obligations under this Agreement to a Related Body Corporate on written notice to the other Party.

20.4 Entire agreement

(a) This Agreement, comprising the documents listed in clause 2(e), contains the whole agreement between the Parties in respect of the subject matter of the Agreement.

(b) The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

20.5 Waiver

(a) No failure or delay by a Party in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same, nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.

(b) The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

20.6 Agency, partnership etc

(a) This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

(b) Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

20.7 Further assurance

Each Party to this Agreement will at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.

20.8 Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

20.9 Announcements and use of name

(a) Subject to paragraph (b), no Party will issue or make any public announcement or disclose any information regarding this Agreement unless, prior to such public announcement or disclosure, it furnishes the other Party with a copy of such announcement or information and obtains the approval of the other Party to its terms.

(b) No Party will be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.

(c) Neither Party may use the other Party’s name, logo or trade marks in any marketing or promotional material without the other Party’s prior written consent.

20.10 Notices

(a) A notice or other communication connected with this Agreement has no legal effect unless it is in writing.

(b) In addition to any other method of service provided by law, a notice may be delivered by hand, sent by pre-paid post, or sent by email to the address or email address of the addressee set out in the Quote or the Statement of Works, or as last notified in writing by that Party.

(c) A notice sent by email is taken to be received on the business day it is sent, unless the sender receives an automated message that the email has not been delivered.

(d) Best’s address for notices is Level 11, 56 Berry Street, North Sydney NSW 2060, and its email address for notices is info@best-ts.com.au.

20.11 Work, health and safety

(a) Best must comply with all relevant work, health, safety and welfare standards and regulations prescribed by legislation, and with the reasonable site rules and induction requirements of the Partner or the End Customer notified to Best in advance under clause 9(b)(iv).

(b) The Partner must disclose to Best, before each attendance, all site hazards, access restrictions and safety requirements known to the Partner or notified to it by the End Customer.

(c) Best’s Personnel may decline to commence or continue work at a site where, in their reasonable opinion, it is unsafe to do so. Where work is declined on that basis, clause 9(d) applies.

20.12 Law and jurisdiction

This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in New South Wales, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of New South Wales.