Table of Contents

• September
  1. Definitions
  2. Access and Use rights
  3. Use Verification
  4. Client Data
  5. Provision of additional Services
  6. Order Forms
  7. Fees and Payment
  8. Priority
  9. Term
  10. Renewal
  11. Termination
  12. Effect of Termination
  13. Return of Client Data
  14. Variations
  15. Client Obligations
  16. Privacy
  17. Enhancements
  18. Continuity of Service
  19. Maintenance
  20. Intellectual Property
  21. Confidentiality
  22. Indemnity and Limitation of liability
  23. Support
  24. Service Availability
  25. Service Level Agreement
  26. Settlement of Disputes
  27. GST
  28. Severability
  29. Relationship of parties
  30. Entire agreement
  31. Governing Law and Jurisdiction

1. Definitions

Asset Vision: Asset Vision Pty Ltd (ACN 645 298 451) a wholly owned subsidiary of ASSET VISION CO LTD.

Asset Vision App: The Asset Vision Application downloaded from the Apple or Android app store.

Asset Vision Technology: Means:

Client: The Client set out in the Order Form.

Client Data: Electronic data uploaded by or for Client and processed in the Subscription Service.

Client Technology: Software, methodologies, templates, business processes, documentation, or
other material originally authored, invented, or otherwise created by Client (or on Client’s behalf,
other than by Asset Vision or at Asset Vision’s direction) for use with the Subscription Service,
excluding Asset Vision Technology.

Confidential Information: The Asset Vision Technology (which is Confidential Information of Asset
Vision); Client Data (which is Confidential Information of Client); any information of a party which is
designated as confidential or proprietary whether obtained before or after execution of this
document; and the terms of this agreement and any Order Form.

It does not include:

Enhancements: Has the meaning given in clause 17.

Documentation: The documentation relating to the operation and use of the Subscription Service
including technical documentation, user manuals, operating instructions, and release notes.

Intellectual Property Rights: All intellectual property or other proprietary rights worldwide,
including patents, copyrights, trademarks, moral rights, trade secrets, and any other intellectual or
industrial property, including registrations, applications, renewals, and extensions of such rights.

Level One Support: Filters user requests and basic support and troubleshooting, such as password
resets, device first level support, break / fix instructions, ticket creation and escalation to Level Two
and Level Three support. Gathers as much information as possible from the user.

Level Two Support: Handling of escalated issues that Level One support is not trained to handle.
May escalate to Level Three, depending on the issue. More in-depth technical support level –
advanced troubleshooting.

Level Three Support: The highest level of support in the Asset Vision three-tiered technical support
model – responsible for handling the most difficult or advanced problems. Troubleshooting,
configuration, database and back-end support and repair requests issues for critical faults. Ability
to deploy solutions to fix problems.

Order Form: An order signed by Client and Asset Vision and includes an Order Form in relation to a
Pilot.

Personal Data: Any information relating to an identified or identifiable natural person. Personal
data may be contained in Client Data.

Pilot: A trial period during which the Client will assess the Asset Vision Technology.

Subscription Service: The Asset Vision software-as-a-service offering ordered by Client under an
Order Form.

Subscription Term: The period of authorised access to and use of the Subscription Service, as set
forth in an Order Form.

2. Access and Use rights

For each Subscription Term and subject to these Subscription Terms of Service, Asset Vision grants
the access and use rights set out in this clause 2 for the Asset Vision Technology as detailed in the
applicable Order Form.

Subject to payment of Subscription Service fees, Asset Vision authorises Client to access and use
the Subscription Service in the manner and for the Subscription Term stated in the applicable Order
Form, solely for its internal business purposes in accordance with the Documentation.

Client must not otherwise access or use the Subscription Service in a manner that exceeds Client’s
authorised access and use rights as set forth in this agreement and the applicable Order Form.

Asset Vision grants Client a limited, personal, non- sublicensable, non-transferable, non-exclusive,
license during the Subscription Term to install and use the Asset Vision App for the purpose of using
the Subscription Service via a mobile device.

3. Use Verification

Asset Vision may review Client’s use of the Subscription Service, and on Asset Vision’s written
request, Client will provide reasonable assistance to verify Client’s compliance with these
Subscription Terms of Service, and access to and use of the Subscription Service. If Asset Vision
determines that Client has exceeded its permitted access and use rights to the Subscription Service,
Asset Vision will notify Client and within thirty (30) days thereafter Client shall either:

4. Client Data

Client Data is owned and controlled by the Client. Asset Vision manages Client Data on behalf of the
Client and will handle Client Data only in accordance with these Subscription Terms of Service and
any additional agreement entered into by the parties, where relevant.

Client warrants to Asset Vision that Client Data (including any Personal Data contained therein) has
been collected, processed and provided to Asset Vision in accordance with applicable laws on the
protection of data including laws or regulations that apply to the transfer of Client Data by Asset
Vision to any of its affiliates, employees, contractors and business partners located anywhere in the
world.

Each party will exercise reasonable and appropriate measures in the protection of Client Data,
inclusive of any Personal Data contained therein, and in the prevention of any unauthorised person
or entity from gaining access thereto in compliance with this agreement and that party’s privacy
policy.

Asset Vision’s privacy policy can be accessed at https://www.assetvision.com.au/privacy/

5. Provision of additional Services

Any new or additional services which are not within the scope of these Subscription Terms of Service
must detailed and agreed in writing between the parties and will be performed in accordance with
and subject to the terms and fees agreed in such document

6. Order Forms

Upon execution by Client and Asset Vision, each Order Form is non-cancellable and non-refundable,
except as set out in these Subscription Terms of Service.

7. Fees and Payment

For the period of the Subscription Term, the fees set out in the applicable Order Form shall remain
firm. During any renewal period, these fees may be varied at the discretion of Asset Vision, upon the
provision of at least 30 days written notice of changes to fee structures.

Subscription Service fees are invoiced in advance and must be paid by Client in the manner and the
time set out in the applicable Order Form.

Unless otherwise specified in the Order Form, all payments are to be made by EFT.

Any enhancement fees charged in accordance with clause 17 are payable at the rates and in
accordance with the terms specified in the Order Form.

Client will be permitted to cure a delinquency in payment of any amounts owed under this
agreement within 30 days from the date of Asset Vision’s providing notice of delinquency. If Client
fails to do so, Asset Vision may suspend Client’s use of the Subscription Service or terminate this
agreement for breach, in addition to any other available rights and remedies.

8. Priority

In the event of any inconsistency, the following order of priority applies:

9. Term

This agreement commences on the date set out in the Order Form and will expire at the end of the
Subscription Term specified in the applicable Order Form, unless otherwise terminated as set out
in these Subscription Terms of Service.

10. Renewal

Subject to payment of Subscription Service fees in respect of any further term, this agreement will
automatically renew for such further period/s set out in the applicable Order Form unless a notice
of termination of Licence has been provided by the Client in accordance with this clause 10.

The Client must provide at least 90 days’ notice in writing that it does not wish the agreement to be
renewed.

Renewal is subject always to the consent of Asset Vision, such consent not to be unreasonably
withheld and deemed to be provided unless written notification has been provided to the Client.
If Client fails to pay the Subscription Service fees, Client’s access to the Subscription Service and the
licence granted under clause 2 will terminate.

Termination will be in addition to and not in lieu of any other remedies available to Asset Vision.

11. Termination

Without limiting the generality of any other clause, either party may terminate this agreement
immediately by notice in writing if the other party is in breach of any term of these Subscription
Terms of Service and such breach is not remedied within thirty ( 30 ) days of notification.

12. Effect of Termination

On termination or expiration of the Subscription Service (including without limitation the expiration
of a Pilot), Client must cease to access and use, and Asset Vision will cease to provide, the
Subscription Service and all related rights granted to Client in this agreement will terminate
immediately, automatically, and without notice.

Within 30 days after the date of termination by Asset Vision for Client’s breach, Client must pay all
remaining amounts, if any, payable under this agreement for the Subscription Term applicable to
the terminated Subscription Service regardless of the due dates specified in the Order Form.

Within 30 days after the date of termination by Client for breach by Asset Vision, Client shall be
entitled to a refund of any prepaid, unused Subscription Service fees as of the date of termination.

13. Return of Client Data

After termination or expiration of this agreement or the applicable Subscription Service, upon
Client’s written request, Asset Vision will provide a single copy of any Client Data in the Subscription
Service to Client in CSV format along with any additional data (e.g. photos, documents). The data
will be provided in a secure cloud hosted location. In addition, Client can export Client data in CSV
format at any time using the Subscription Service.

Client must submit such request to Asset Vision within 45 days after termination or expiration of this
agreement or the Subscription Service. Asset Vision is not obligated to maintain or provide any
Client Data after such 45- day period and will, unless legally prohibited, delete all Client Data in its
systems or otherwise in its possession or under its control, and delete Client’s instances of the
Subscription Service. Notwithstanding the foregoing, Asset Vision may retain Client Data in back up
media for an additional period of up to twelve (12) months, or longer if required by law.

14. Variations

Any amendment or modification to this agreement shall not be effective unless in writing signed by
both Client and Asset Vision.

15. Client Obligations

The Client must undertake due diligence as required to familiarise and satisfy itself with the
performance of the Asset Vision Technology. The Asset Vision Technology is provided on an “as is”
basis, and the Client assumes the entire risk as to its quality and performance.

Furthermore the Client must satisfy itself in relation to the data integrity of the Asset Vision
application by verifying the results obtained by its use. No claims regarding its performance,

21. Confidentiality

Neither Asset Vision nor the Client shall, without the prior written approval of the other party,
disclose any Confidential Information. Each party will take all reasonable steps to ensure that its
employees and agents, and any sub-contractors engaged for the purposes of this agreement, do not
make public or disclose the other party’s Confidential Information and this clause shall survive the
termination of this agreement.

However, either party shall not be in breach in circumstances where it is legally compelled to
disclose other party’s Confidential Information, including solicitors, auditors, insurers and
accountants. Asset Vision must use reasonable endeavours to keep confidential any information in
its possession or control and take reasonable steps to protect it against unauthorised duplication,
access or security breaches and that the Client acknowledges that Asset Vision does not warrant
that any data or information will be protected against unauthorised duplication, access or security
breaches by unauthorised access (including hacking attack, virus or other malicious or harmful
code).

22. Indemnity and Limitation of liability

The Client agrees that it has not relied on any representation made by Asset Vision which has not
been stated expressly in this agreement, or upon any descriptions or specifications contained in any
document including proposals or publicity material produced by Asset Vision, and that the Client
has been provided with an opportunity to independently verify the accuracy of any documents
provided.

To the extent permitted by law, each party shall defend, hold harmless and indemnify the other
party, its servants, agents and contractors from and against any loss, claims or damages that may
be made against them or sustained by them as a result of:

The liability of a party for any loss, claims or damages suffered by the other party will be reduced
proportionately to the extent that any misconduct, wilful, unlawful or negligent act or omission of
the other party or any failure by the other party to comply with its obligations under this agreement
or an applicable Order Form contributed to such loss, claims or damages.

To the extent permitted by law, the liability of each party in respect of any loss, claim or damage
which may arise directly or indirectly in connection with this agreement is limited in aggregate to
the total fees paid or payable under this agreement.

Neither party will be liable to the other party for any indirect, special or consequential loss or
damage, including loss of revenue, loss or profit, loss of goodwill and business opportunity or loss
of data.

Notwithstanding any other provision of this agreement or any Order Form to the contrary, nothing
in this agreement is intended to derogate from or have the effect of contracting out of any
applicable provisions of the Australian Consumer Law.

23. Support

The client will provide Level One support and Asset Vision shall provide Level Two and Level Three
support. Asset Vision shall provide support services between 0900 hours and 1730 hours (Australian
Eastern Standard Time or Eastern Standard Daylight Savings Time) on days other than Saturday,
Sunday or any gazetted Victorian or National Public Holiday. Asset Vision shall provide Level 2
support for Urgent and High Priority incidents 24 hours a day 7 days a week.

The Client may request support via phone call, email or directly via the Asset Vision Service
Management tool.

Support will be provided to Client one support incident at a time. The Client, where possible, shall
give Asset Vision a documented example of the defect or error demonstrating the manner in which
the Asset Vision Technology is not performing within its operating specifications.

Support personnel will then attempt to explain the observed behaviour or consider modifications
to the Asset Vision Technology to ‘correct’ the observed behaviour. Unless otherwise agreed by
Asset Vision, the provision of support services under this clause 23 will not cover correction of minor
errors or defects that do not significantly impinge on the performance of the Asset Vision
Technology.

24. Service Availability

Availability of the Asset Vision Technology will be provided at 99. 5 % uptime, not counting planned
maintenance schedules, which will be advised a minimum of five (5) working days prior to the day
on which planned maintenance is expected to occur. The availability metric of 99. 5 % will be
measured on a monthly rolling period basis.

25. Service Level Agreement

Response and Resolution

Asset Vision’s response to and resolution of Asset Vision Service issues will be as defined in the
below:

Priority Definitions

The priority of Asset Vision Service issues will be defined according to the following criteria:

26. Settlement of Disputes

Disputes will be resolved according to the following guidelines:

27. GST

A party must pay GST on a Taxable Supply made to it under this document, in addition to any
consideration (excluding GST) that is payable for that Taxable Supply. It must do so at the same
time and in the same way as it is required to pay the consideration for the Taxable Supply.
A party making a Taxable Supply to another party under this document must issue a Tax Invoice to
the other party, setting out the amount of the GST payable by that other party.

If a party is required under this document to indemnify another party, or to make a reimbursement
or contribution to another party, and that other party can obtain an Input Tax Credit on an
acquisition associated with that indemnity, reimbursement or contribution, the amount the party
is required to pay is:

For the purposes of this clause 27 ‘GST’, ‘Input Tax Credit’, ‘Taxable Supply’ and ‘Tax Invoice’ have
the meanings attributed to those terms in A New Tax System (Goods and Services Tax) Act 1999.

28. Severability

If any term of this agreement is held invalid, unenforceable, or void by a court of competent
jurisdiction, such term will be enforced to the maximum extent permissible, such holding will not
affect the remaining terms, and the invalid, unenforceable, or void term will be deemed amended
or replaced by a valid, legal, and enforceable term that matches the intent of the original language
as closely as possible.

29. Relationship of parties

The parties are independent contractors. Nothing in this agreement will be construed to create a
partnership, joint venture, agency, or other relationship. Neither party has any right or authority to
assume or create any obligation of any kind, express or implied, in the other party’s name or on its
behalf.

30. Entire agreement

This agreement (together with the Order Forms) is the parties’ entire agreement regarding its
subject matter and supersedes all prior or contemporaneous oral or written agreements,
representations, understandings, undertakings, negotiations, letters of intent, and proposals, with
respect to such subjects.

The terms of this agreement apply to the exclusion of any other terms Client seeks to impose or
incorporate, or that may be implied by trade, custom, practice, or course of dealing.

Client acknowledges it has not relied on any statement, promise, or representation made or given
by or on behalf of Asset Vision that is not expressly stated in this agreement.

31. Governing Law and Jurisdiction

This agreement shall be governed by the laws of the state of Victoria, Australia. The parties hereby
irrevocably consent to the non-exclusive jurisdiction of its courts for the purposes of adjudicating
any dispute arising out of this agreement. Each party expressly consents to service of process by
registered mail.