1. Interpretation In the contract: Business Day means a day that is not a public holiday in the place in which the Work is being carried out or Saturday, Sunday.

Offer means the covering letter or document attaching these terms and conditions. Party means either You or Us and Parties means both You and Us. Price means the price for the Work specified in the Offer. We, Our and Us means CMMS 2021 Limited (8146150), and any successor, permitted substitutes and permitted assigns. You and Your means the person or entity identified in the Offer, and any successor, permitted substitutes and permitted assigns. Work, Professional Services and Orders means those services identified in the Offer.

Confidential Information means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Your Data and any business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without any prior confidentiality obligation; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

Consequential Loss means: (a) loss of revenue, loss of profit, loss of production, loss of data, loss of contracts, damage to reputation or loss of goodwill; (b) any loss that is not reasonably considered to arise naturally, in the ordinary course of things, from the relevant breach, default or negligent act or omission. Contract means these terms and conditions and The Offer. Insolvency Event means any of the following events occurring in relation to a Party:

(a) a liquidator or administrator (as defined by the Companies Act 1993), a receiver (as defined by the in the receiverships Act 1993), the official assignee or similar official is appointed over the property or undertaking of the party. (b) the Party is, or becomes unable to, pay its debts when they are due or is or becomes unable to pay its debts. (c) an application or order is made for the liquidation of the Party or a resolution is passed or any steps are taken to liquidate or pass a resolution for the liquidation of the Party;

Intellectual Property Rights means copyright, all rights conferred under statute, common law or equity in relation to inventions (including patents), moral rights, registered and unregistered trademarks, registered and unregistered designs, circuit layouts, confidential information and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

2. Contract 2.1 These terms and conditions apply to all work We undertake for You in respect to the Work (including any Work prior to the Offer). Unless We expressly agree in writing otherwise, these terms and conditions and the Offer constitute the entire agreement between Us and You. You agree that: (a) Our performance of the Work is conditional on You accepting these terms and conditions; (b) any terms and conditions proposed by You in connection with the performance of the Work by Us are expressly excluded. 2.2 To the extent permitted by law, any statement, representation or promise made in any negotiation or discussion has no effect except to the extent expressly set out or incorporated into these terms and conditions. 2.3 If there is any inconsistency, discrepancy, ambiguity or conflict between these terms and conditions and Our Offer, then the Offer shall prevail except to the extent otherwise determined by Us.

3. Work 3.1 We shall perform Professional Services for You as described in any Orders accepted by us and any Pricing Agreement(s) or other agreed work accepted by both parties. We shall perform such Professional Services in a reasonable and workmanlike manner in keeping with reasonable industry standards and practices. We shall be entitled, in our sole discretion, to determine the method and means for performing the Professional Services. You acknowledge and agree that We may retain the services of independent consultants (“Subcontractors”) from time to time to perform, or to assist Us in performing Professional Services. Our personnel and/or Subcontractors shall remain under the direction and control of Us and will be selected by Us at Our discretion. If We are performing any Professional Services at Your facilities, then We shall comply with all of Your facilityrelated policies, procedures and rules that have been communicated to Us in writing in advance of providing such Professional Services. 3.2 The Parties may agree to vary the Work provided such variation is agreed to in writing. If the Parties cannot agree the adjustment to the Price and time for performance all work will be suspended until a resolution can be reached. 3.3 Any dates for completion of Work Offers are estimates only. We are not liable (including for Consequential Loss) in connection with any failure to complete the Work by such dates. We may also complete the Work in advance of any date offered to You.

4. Information 4.1 You will provide Us promptly with such information as may reasonably be required for the proper performance of the Work, including any information that We may from time to time request from You. 4.2 We will be entitled to rely upon the accuracy of all information provided by You, or others on Your behalf (including information given in response to a query by Us), without independently verifying it.

5. Reliance 5.1 Unless otherwise specifically stated in the Offer, any advice, recommendations, information, reports or work product provided to You by Us under the Contract is for Your sole use. You agree that if You make such material available to any third party You will notify such third party in writing that Our advice, recommendations, information, reports or work product is for Your sole benefit and is not intended to be relied upon by any other person. 5.2 To the extent permitted by law, You indemnify Us from and against any and all losses, claims, costs, expenses, actions, demands, damages, liabilities or any other proceedings brought against Us by a third party arising out of or in connection with the reliance by any third party on any advice, recommendations, information, reports or work product provided to You by Us under the Contract.

6. Work Offer 6.1 Where an offer of work is given by Us for Products and Services: 6.2 Unless otherwise agreed the offer of work shall be valid for thirty (30) days from the date of issue; and (a.) The offer of work shall be exclusive of goods and services tax unless specifically stated to the contrary; (b.) We reserve the right to alter the offer of work because of circumstances beyond our control. (c.) Where Products and Services are required in addition to the original offer of work the Customer agrees to pay for the additional cost of such Products and Services.

7. Price and Payment 7.1 You must pay Us the Price for the performance of the Work. We will invoice You for the Price on a monthly basis (unless otherwise set out in the Offer). 7.2 You must pay Us the amount specified in invoices issued by Us by the 20th day of the next calendar month from the date of the tax invoice (unless otherwise set out in the Offer) and without any set off or deduction. 7.3 If You dispute any amount in an invoice, you must nevertheless pay the amount of the invoice. After the dispute is resolved, if it is agreed or determined that We have been paid more than we were entitled to be paid, the surplus will be repaid within 20 Business Days after resolution of the dispute. 7.4 If the invoice is not paid pursuant to clause 7.2, we are entitled to interest on the unpaid amount at the applicable Westpac Overdraft Interest Rate from the due date for payment to the date it is paid. 7.5 The consideration for any works done under or in connection with the Contract shall be plus Goods and Services Tax. 7.6 The price may be increased by the amount of any reasonable increase in the cost of supply of the Products and Services that is beyond the control of Us between the date of the contract and delivery of the Products and Services.

7.7 Payment for Products and Services shall be made in full on or before the 20th day of the month following the date of the invoice (‘the due date’). 7.8 Any expenses, disbursements and legal costs incurred by Us in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees. 7.9 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full. 7.10 A deposit may be required.

8. Intellectual Property 8.1 The Contract does not affect the Intellectual Property Rights in existence as at the date of the Offer. 8.2 We retain all Intellectual Property Rights in any advice, recommendations, information, reports or work product provided to You by Us. Subject to clause 8.4, we grant to You a non-exclusive, royalty-free perpetual licence to use our Intellectual Property Rights in any such material solely for the purpose for which it is provided. 8.3 If You provide anything to Us, You warrant to Us that Our use of it in the performance of the Work will not infringe any Intellectual Property Rights of a third party. 8.4 You have no legal or beneficial right to use or rely upon any advice, recommendations, information, reports or work product provided to You by Us under the Contract until We have acknowledged in writing that You have paid Us the Price. 8.5 We shall own all right, title and interest and all intellectual property rights to any Deliverables or custom development created by Us as specified in any Pricing Agreement, Order or Statement of Work pursuant to this Agreement. We shall retain all right, title and interest and all intellectual property rights to any and all of Our proprietary information and Our software. 8.6 The rights and obligations under this clause 8 survive the expiration and termination of the Contract.

9. Suspension and Termination 9.1 Without limiting other remedies We may have, We may limit, suspend, or terminate Your use of the Service, prohibit Your access to the Service and/or delete Your User account(s) for the Service, without prior notice, if You are in arrears in Your payment for the Service by (i) more than five (5) days for monthly Subscription Terms, or (ii) more than ten (10) days for individually invoiced work. Until such amounts are paid in full. 9.2 We shall also be entitled to terminate these Terms and Your rights to access and use the Service if You are: in breach of these Terms. We may also immediately terminate the Contract by notice to You, if: (a) You are subject to an Insolvent Event; (b) You breach any term of the Contract and fail to remedy within 10 Business Days of receipt by You of a notice identifying the breach and requiring its remedy. 9.3 Clause 9 shall be without prejudice to any rights that may have accrued for either Party before termination and all sums due to Us shall become payable in full when termination takes effect.

10. Limitation of Liability 10.1 Except as expressly set out in the Contract or to the extent required by any law which may not be lawfully excluded, We do not give and are not bound by or subject to any representations, guarantees, conditions, terms, warranties or obligations in connection with the performance of the Work, whether implied by virtue of any statute, the common law, equity, custom, trade usage or otherwise. 10.2 Except to the extent required by law but notwithstanding anything to the contrary in the Contract: (a) We will not be liable to You, or to any Party beneficially entitled under the Contract, for any Consequential Loss; and (b) Our liability under or in connection with the Contract (including under an indemnity and liability for negligence) shall be limited to the Price paid to Us in respect of the Work. 10.3 To the extent permitted by law, You agree that to the extent that any loss or damage suffered is caused by or contributed to, by Your act or omission (including negligence, fault or lack of care on Your part or on the part of any person for whom You are responsible), We are not liable (in contract, tort or any cause of action at law, statue or equity) for that loss or damage.

11. Indemnity 11.1 You indemnify and agree to hold Us harmless from and against any and all losses, claims, costs, expenses, actions, demands, damages, liabilities or any other proceedings (including for Consequential Loss) by a third party arising out of or in connection with the Work or the Contract, regardless of whether the acts or omissions giving rise to the claim were caused or contributed to by Us. 11.2 We shall not be liable for any losses, claims, expenses, actions, demands, damages, liabilities or any other proceedings arising out of reliance on any information provided by You or any of Your representatives, which is false, misleading or incomplete. You indemnify and agree to hold Us harmless from any such liabilities We may have to You or any third party as a result of Our reliance. 11.3 To the maximum extent permitted by applicable law, neither Us nor any of Our contractors or employees shall have any liability to You or any other person or entity for any damages (whether arising from these terms o related to the service or any professional services provided to You by Us for any indirect, reliance, incidental, special, punitive, exemplary or consequential damages, including but not limited to, loss of revenue or profit, fines or penalties, loss of or damage to data, business interruption, replacement or recovery costs or other commercial or economic loss. 11.4 Each of the above indemnities is an ongoing obligation, which is separate and independent from any other obligation, and each indemnity survives the expiration and termination of the Contract. 11.5 Each of the above indemnities may be enforced notwithstanding that no actual expense has been incurred or payment made.

12. Force Majeure If Our performance of the Contract is prevented or restricted by reason of fire, storm, flood, earthquake, war, labour dispute, transportation embargo, law, order or directive of any government in matters relating to the Contract, or any other act or condition beyond Our reasonable control then We are excused from such performance to the extent of the same, but will use our best endeavours to avoid or remove the causes of nonperformance and to cure and complete the performance.

13. Disputes If a Party notifies another Party in writing of a dispute or difference arising out of or in connection with the Contract, then each Party undertakes to make every reasonable effort to resolve the dispute or difference by negotiation failing which either Party may commence litigation.

14. Confidentiality

14.1 Each Party agrees to keep confidential, and ensure that its officers, employees, agents or subcontractors keep confidential, all Confidential Information disclosed to it by the other Party and shall not divulge such information to any person or use it for its own use or any other purpose whatsoever without the prior written consent of the discloser unless it is necessary to enable performance of the Work or required by law, stock exchange rules and to enforce rights. 14.2 You shall ensure no personal information is provided to Us in the course of the Professional Services and that should you provide Us with personal information You will be solely and fully responsible for ensuring that You have a legal and legitimate basis to provide such personal information. You assume all liability for damages, costs, fines and penalties in relation to the personal information and agree to indemnify Us for any liability for damages, costs, fines and penalties in relation to the personal information. 14.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). 14.4 The obligations in this clause 15 survive the expiration and termination of the Contract.

15. General 15.1 The Contract may only be amended by written agreement between all Parties. 15.2 You may not assign, novate, transfer or charge any of Your rights or obligations under the Contract without Our prior written consent, which will not be unreasonably withheld. 15.3 No obligation in the Contract is waived unless it is waived in writing and signed by the Parties. A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. 15.4 The Contract is governed by the Laws of New Zealand. The Parties agree to submit to the non-exclusive jurisdiction of the courts of that jurisdiction. 15.5 Our rights and remedies under the Contract are in addition to any other rights or remedies We have at law. 15.6 We perform Our obligations as an independent contractor and not as Your employee, agent or partner.

15.7 Where You comprise of more than one person or entity, each of them shall be jointly and severally liable for the full performance of Your obligations under the Contract. 15.8 Where any provision of the Contract is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in the Contract. 15.9 The Contract is not to be interpreted against Our interests merely because We proposed the Contract or some provision in it or because We rely on a provision of the Contract.

16. Consumer Guarantees Act 1993 We contract with you on the basis that the services supplied to You by Us under the Contract are solely for the purposes of your trade or business, and accordingly all warranties and guarantees implied by the Consumer Guarantees Act 1993 are hereby expressly negatived and excluded

17. COLLECTION AND USE OF INFORMATION 20.1 You authorise Us to collect, retain and use any information about the You, for the purpose of assessing the Your credit worthiness, enforcing any rights under this contract, or marketing any Products and Services provided by Us to any other party. 20.2 You authorise Us to disclose any information obtained to any person for the purposes set out in clause 3.1 20.3 Where You are a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.