Terms and Conditions of Sale

1. Applicability

These terms and conditions of sale ("Terms and Conditions") apply to all sales of products and services ("Products and Services") by Northbridge Systems ("Northbridge Systems") and FifteenXV Pty Ltd ("Fifteen") to you ("Customer").

Customer places orders for Products and Services through Journey Bee, the Fifteen partner portal, by converting an accepted quote to a deal ("Quote to Deal").

Before completing the Quote to Deal action, Customer must tick the acknowledgement checkbox confirming that Customer has read, understood and accepts these Terms and Conditions.

Completing the Quote to Deal action constitutes Customer's acceptance of these Terms and Conditions, without addition or modification, and submits a binding order ("Order").

Fifteen's acceptance of an Order is conditional upon Customer's acceptance of these Terms and Conditions, without addition or modification.

No terms or conditions issued by Customer, whether in a Customer ordering document, procurement system, portal, invoice acknowledgement or other communication, will apply to or vary these Terms and Conditions unless expressly agreed to in writing and signed by both parties.

Fifteen will retain a record of each Quote to Deal transaction, including the date and time of acceptance, the user who completed the acceptance, and the version of these Terms and Conditions accepted. That record is conclusive evidence of Customer's acceptance in the absence of manifest error.

Fifteen may amend these Terms and Conditions from time to time by publishing an updated version on its website. The version of the Terms and Conditions published at the time Customer completes a Quote to Deal is the version that applies to that Order.

Any amended Terms and Conditions will apply to new Products and Services purchased after the effective date of publication.

For recurring Products and Services, including managed services, subscriptions and support arrangements, amended Terms and Conditions will apply from the commencement of the next renewal term following publication of the updated Terms and Conditions.

Continued use of the Products and Services following a renewal constitutes acceptance of the amended Terms and Conditions.

If a Customer does not agree to an amendment, the Customer's sole remedy is to elect not to renew the affected Product or Service at the end of its current term.

Northbridge Systems may make administrative, non-material or clarifying amendments with immediate effect, provided such amendments do not materially reduce the Customer's rights or increase the Customer's obligations during an existing service term.

2. Order and Shipment

Customer will order Products and Services through Journey Bee, the Fifteen partner portal, by completing the Quote to Deal action.

Fifteen may accept or reject any Order for any reason and will not be bound by any terms or conditions set out in any Customer ordering document, procurement system or other Customer documentation, unless otherwise agreed to in writing and signed by both parties.

Delivery will be made in accordance with Fifteen's shipping policy on the date of shipment unless otherwise agreed to in writing.

Fifteen reserves the right to vary its shipping policy as and when required, without prior notification to Customer.

All shipments of Products by Fifteen to Customer will be FOB point of shipment.

Insurance coverage, transportation costs and all other expenses applicable to shipment from Fifteen to Customer's identified delivery place will be the responsibility of Customer.

Insurable risk will pass to Customer upon delivery by Fifteen to Customer's representative at Fifteen's point of shipment, or on delivery by the carrier to Customer's identified delivery place.

Any delivery failure charges levied by a third-party shipping company because of non-delivery due to factors caused by Customer will be charged to Customer's account.

The shipping destination cannot be changed once a freight consignment is in transit. Customer must notify Fifteen by phone or email within forty-eight (48) hours of delivery of any claimed shortages or rejections.

Fifteen must then receive a statement in writing setting out the details of the claim within five (5) business days of the initial notification.

Failure to give notice of a claim will be deemed an acceptance in full of any such delivery. Approval of a short shipment claim is at the discretion of Fifteen.

In the event that Fifteen approves a short shipment claim, Fifteen will replace the lost or damaged Product or issue a credit memo, at its discretion.

3. Price, Payment and Title

Prices for Products and Services will be as set out in the quote accepted by Customer through the Quote to Deal action, or in Fifteen's then current price list or agreed pricing arrangement, which will not include applicable taxes and shipping costs.

Payment is due thirty (30) days from date of the invoice except on accounts where payment is required prior to dispatch or upon delivery.

Title to the Product does not pass to Customer until full payment has been received by Fifteen.

Payments may be made in cash, bank or company cheque, credit card, or by funds transfer to Fifteen's bank account.

Payment by cheque is not deemed to have been received until the cheque has been cleared by the bank.

Where payment is made by credit card, Fifteen reserves the right to charge Customer a merchant fee of 2%-4% in accordance with the fee charged to Fifteen by Customer's credit card company.

Customer will pay a late fee of one and a half percent (1.5%) per month on any outstanding balance owed, or the maximum amount permitted by law.

Fifteen reserves the right to withhold shipment of any part of an Order or to require pre-payment for any given shipment if Customer does not make timely payment.

Customer will pay all applicable taxes, duties, licenses, excises and tariffs ("Taxes") levied upon the sale, purchase or delivery of the Product.

If Customer has not paid in full, then Fifteen may repossess any Product delivered and dispose of the Product in any way it sees fit.

If Fifteen exercises its rights under this clause 3, Customer gives permission to Fifteen in the name of Customer to enter upon its premises or wherever the Product may be situated, whether or not the Product has been sold, and to use such force as may be reasonable and necessary to inspect or repossess the Product.

4. Returns and Warranty Assistance Service

This clause is subject to Customer's rights under relevant laws.

Fifteen may, at its sole discretion, consider a request from a Customer to return Products purchased.

All requests for return of Product approved by Fifteen will be subject to the then current Fifteen restocking fee.

Fifteen will refuse a request for return of Product if the Product is not returned to Fifteen within thirty (30) days of the invoice date, has been used and is therefore not new, is not in its original packaging or its original packaging has been damaged or altered, is a software or subscription item that Fifteen has ordered from its supplier in reliance on Customer's Order, or cannot be returned to the manufacturer by Fifteen under the manufacturer's terms and conditions of sale as well as the original invoice details.

Where a request for return of Product has been approved, Fifteen will issue a credit note to Customer at the price paid by Customer on the original invoice less the applicable re-stocking fee.

Customer may not withhold any payment due to Fifteen in respect of any other Products pending the resolution of a claim for a defect.

If the Products are damaged in the course of being delivered to Customer, Customer must notify Fifteen of any claim for Products damaged in transit within thirty (30) days of delivery and subject to Fifteen's acceptance of Customer's claim, pursuant to this clause 4, Fifteen will replace the relevant Products.

5. Warranty

The warranty against defects (Warranty) contained in this clause 5 is provided by Fifteen, 52 Chandos St, St Leonards, NSW 2065, (02) 8424 7900.

Fifteen warrants that the Products are supplied free from defects in material and workmanship, except such defects as normally being regarded as being commercially acceptable.

The Products shall be covered by this Warranty for a period of 12 months (Warranty Period) unless otherwise stated in writing.

Fifteen will not be liable for loss or damage caused by factors beyond Fifteen's control, any Products that have not been installed or maintained according to maintenance or care instructions, any alterations or repairs to the Products not performed by Fifteen or without Fifteen's prior written consent, or any damage or defects caused to the Products due to unusual, non-recommended or negligent use of the Products.

Customer may make a claim under this Warranty by providing Fifteen notice in writing to the address specified in clause 5 containing reasonable description of the defect in the Product(s).

Fifteen will issue a Return Material Authorisation (RMA).

Fifteen will during the Warranty Period and subject to clause 5, repair or replace at Fifteen's option, any component or part of the Products which Fifteen's examination shows to be defective.

Fifteen's obligations under this Warranty are limited to repairing or furnishing a replacement part to replace any part which has proven to have been defective.

Fifteen must receive the relevant Products within one (1) month of the issue of the RMA. Customer will be liable for all transport charges incurred in returning defective components or parts for repair or replacement together with the cost of returning them to Customer.

An invoice for such transport charges will be provided upon returning the relevant Product(s) to Customer which will be payable in accordance with these Terms and Conditions.

A replacement part supplied by Fifteen during the Warranty Period shall be covered by the Warranty for the unexpired portion of the Warranty Period which covered the original Product(s).

The benefits to Customer given by this Warranty are in addition to Customer's other rights and remedies under relevant laws.

This Warranty against defects is provided in addition to other rights and remedies Customer may have at law.

If Customer is a consumer for the purposes of the ACL, the following statement applies to Customer.

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law.

Customer is entitled to a replacement or refund for a major failure. Customer is entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

6. Service Commencement and Billing

Where Implementation Services are included as part of a Product or Service, Fifteen may invoice 50% of the Implementation Services fee upon acceptance of the Order and the remaining 50% upon completion of the implementation, unless otherwise agreed in writing.

Unless otherwise expressly agreed in a Proposal, Statement of Work, Service Schedule, Product Schedule or other written agreement between the parties, the Managed Service Fee and Managed Service Term will commence on the earlier of:

• the date on which Fifteen notifies the Customer that the Service is available for Customer use; or
• thirty (30) days after the date on which Fifteen accepts the Order (the "Order Date").

Additional licences, users, services or service quantities added after commencement will co-terminate with the existing Managed Service Term unless otherwise agreed in writing. Where implementation, onboarding, professional services or other non-recurring services are provided, Fifteen may invoice such services in accordance with the applicable Proposal, Statement of Work, Service Schedule, Product Schedule or other written agreement between the parties.

7. Disclaimer and Limitation of Liability

Unless otherwise provided by these Terms and to the fullest extent permitted under law, Northbridge Systems and/or Fifteen makes no warranties of any kind with regard to the Products.

Northbridge Systems and/or Fifteen disclaims all representations and warranties, express or implied, as to the Products including, without limitation, any implied warranty of merchantability or fitness for a particular purpose.

In no event will Northbridge Systems and/or Fifteen be liable for any loss, damage or cost for breach of warranty.

All express or implied terms, conditions, warranties and representations are hereby expressly negated and excluded except to the extent that any implied condition or warranty may not be excluded by law.

In the event of any breach of an implied warranty or condition which is not expressly excluded from these Terms and Conditions, Northbridge Systems and/or Fifteen's liability shall at Northbridge Systems and/or Fifteen's option be limited to the repair or replacement of the Product, or the supply of equivalent Product, or the cost of such repair, replacement or supply.

Northbridge Systems and/or Fifteen will not, in any event, be liable for a loss of revenue, profit, use of data, interruption of business or for special, indirect, consequential, incidental, exemplary or punitive damages however caused and regardless of the theory of liability, arising out of the use of or inability to use the product or in any way connected to this agreement, even if Northbridge Systems and/or Fifteen has been advised of such damages.

The foregoing limitation of liability applies whether a claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, or otherwise.

The limitations and exclusions of liability set out in these Terms and Conditions apply to all claims arising from or in connection with the Products and Services, including claims relating to service interruptions, service outages, failures to meet Service Level Commitments, cyber security incidents, unauthorised access events, data breaches, negligence, breach of contract or otherwise.

In no event will Northbridge Systems and/or Fifteen's aggregate liability to the Customer exceed the fees paid by the Customer to Northbridge Systems and/or Fifteen for the affected Product or Service during the twelve (12) months immediately preceding the event giving rise to the claim.

Northbridge Systems and/or Fifteen provides Products and Services designed to improve the security posture of Customers through security monitoring, management, policy enforcement, threat detection and related cyber security capabilities. While the Products and Services are intended to reduce cyber security risk and support the identification and response to security events, no cyber security solution, managed service or technology can eliminate all risk or guarantee the prevention, detection or remediation of every cyber security incident.

Northbridge Systems and/or Fifteen does not warrant any specific security outcome and shall not be liable solely because a cyber security incident, unauthorised access event or data breach occurs.

Northbridge Systems and/or Fifteen's responsibility and liability are limited to the Products and Services described in the applicable Service Description, Service Schedule, Product Schedule, Statement of Work or other service-specific documentation and do not extend to circumstances beyond Northbridge Systems and/or Fifteen's reasonable control, including the acts or omissions of Customers, end users, cloud service providers, software vendors, telecommunications carriers or other third-party technology providers.

Where applicable, service inclusions, response targets, support arrangements, reporting obligations and Service Level Commitments are specified in the relevant Service Description, Service Schedule, Product Schedule, Statement of Work or other service-specific documentation.

Northbridge Systems and/or Fifteen will use reasonable endeavours to provide the Products and Services in accordance with those commitments.

In the event of a material failure to meet a Service Level Commitment, Northbridge Systems and/or Fifteen will investigate the cause of the failure and take reasonable corrective action.

Unless otherwise expressly stated in the applicable Service Description, Service Schedule, Product Schedule or Statement of Work, investigation and reasonable corrective action constitute the Customer's sole remedy for a failure to meet a Service Level Commitment.

Customer must take out and maintain a valid and enforceable Public Liability Insurance Policy with a minimum value of $10,000,000 with a reputable insurer in form and substance satisfactory to Northbridge Systems and/or Fifteen with respect to any potential liability, loss or damages arising at common law and under any statute relating to property damage and personal injury as may be relevant to the performance of Northbridge Systems and/or Fifteen's obligations.

Customer must provide a copy of those policies to Northbridge Systems and/or Fifteen upon demand.

No rule of construction can be applied to the disadvantage of Northbridge Systems and/or Fifteen based on responsibility for preparing this document.

If any provision of this document is determined to be invalid or illegal for any reason, it shall be deemed deleted; the remainder shall remain in full force.

8. Default

A Default Event arises if Customer is an individual and commits an act of bankruptcy or is declared bankrupt, if Customer is a company and a petition is made to wind up Customer, Customer is wound up, Customer otherwise becomes insolvent, or Customer is placed in receivership or voluntary administration; Customer enters into a formal or informal arrangement with creditors; a Customer cheque presented for payment is not honoured; an account becomes overdue; Customer ceases to do business; Customer fails to pay applicable GST; or Customer is in breach of any of these Terms and Conditions.

If a Default Event occurs then Fifteen may cease to deliver any Product or Service to a Customer; all overdue accounts become payable immediately; all costs and disbursements incurred by Fifteen (including legal fees and debt collection agency fees) incidental to or arising from recovery of any unpaid amount shall be added to the balance of the overdue account and attract late fees pursuant to these Terms and Conditions; or Fifteen may repossess any Product delivered and dispose of the Product in any way it sees fit.

9. Export Restrictions

Customer will obtain all licenses, permits and approvals required by any government and will comply with all applicable laws, rules, policies and procedures of the Australian Government.

Customer will indemnify and hold harmless Fifteen for any violation or alleged violation by Customer of such laws, rules, policies or procedures.

10. Commonwealth Consolidated Acts, Personal Property Securities Act 2009 (PPSA)

All definitions for terms used in the PPSA apply when used in this clause.

This clause will survive the termination of any Fifteen Agreement or Contract to the extent permitted by law.

Customer acknowledges that these Terms and Conditions constitute a Security Agreement and that Customer grants to Fifteen a Security Interest (which is also a Purchase Money Security Interest) in all goods supplied by Fifteen from time to time including all related proceeds (Collateral), as security for all or part of any payments to Fifteen for such goods. Customer agrees to execute documents and carry out all necessary actions required by Fifteen to perfect the Security Interest.

The Security Interest is a continuing interest until Fifteen receives full payment from Customer in respect of the goods.

As the PPSA permits, Customer waives their rights to notifications, verifications, disclosures and other documentation detailed in sections 95, 121(4), 123, 130, 132, 135, and 157 of the PPSA.

Customer and Fifteen agree to contract out of the provisions of sections 96, 125, 129, 137(2), 142, and 143 of the PPSA to the extent that they impose obligations upon Fifteen.

As provided for in section 275(6) of the PPSA and subject to section 275(7) of the PPSA, neither Customer nor Fifteen will disclose information in response to a request pursuant to section 257(1) about the Security Interest.

Customer further agrees that in addition to those under Chapter 4 of the PPSA, Customer irrevocably grants to Fifteen the right to enter upon Customer's property or premises, without notice and without being in any way liable to Customer or to any third party, and Customer agrees to indemnify Fifteen from any claims made by any third party as a result of such exercise.

Fifteen may register a financing statement on the PPSA pursuant to this Security Agreement as it sees fit.

11. Restraint

Neither party will, without the prior written consent of the other, directly or indirectly offer or cause a third party to offer on its behalf, employment or a contract of service to the other party's personnel (whether employees or subcontractors) involved in the provision of the Services.

This restriction will apply throughout the contracted term and will continue for a period of six (6) months after the expiry or termination of that term.

If a party breaches this restriction it must pay to the other party an amount equal to 75% of the annual value of the salary or reasonable fees (including any commissions and bonuses) proposed to be paid to the relevant employee or subcontractor.

12. General

Other than conflicts of law, these Terms and Conditions will be construed in accordance with the laws of the state of New South Wales.

The parties agree that the United Nations Convention of Contracts for the International Sale of Goods will not apply to these Terms and Conditions.

The failure of either party to insist upon strict performance of any of the provisions of the Terms and Conditions will not be deemed a waiver of any breach or default. Each of the parties represent that it has the authority to enter into and accept these Terms and Conditions. Any notice given to either party will be in writing and effective by transmission via email and regular mail to the address or email address indicated in the Credit Application, recorded against Customer's account in Journey Bee, or as advised in writing by the party.

Fifteen will be entitled to receive all costs, including solicitors' fees and costs, incurred as a result of enforcing these Terms and Conditions or collecting any sum due from a Customer.

Either party may assign these Terms and Conditions.

Nothing in these Terms and Conditions excludes, restricts or modifies any condition, warranty or statutory guarantee which cannot be lawfully excluded, restricted or modified.

Fifteen will not be liable for any delay or failure in performance due to acts of God, Force Majeure, earthquakes, shortage of supplies, transportation difficulties, labour disputes, riots, war, fire, epidemics and similar occurrences happening in Australia or elsewhere.

These Terms and Conditions constitute the entire agreement between the parties as to the sale of Products and Services and supersede all prior or current written or oral statements, representations, negotiations, agreements and understandings to the extent that prior or current agreements modify or are inconsistent herewith.

Prior or current agreements that do not modify and are consistent with these Terms and Conditions are made a part hereof.

These Terms and Conditions may be amended or modified only in writing, signed by both parties, or in accordance with clause 1.

In the event of any inconsistency between these Terms and Conditions and any Proposal, Statement of Work, Service Schedule, Product Schedule or other written agreement executed by the parties, the Proposal, Statement of Work, Service Schedule, Product Schedule or other written agreement shall prevail to the extent of the inconsistency.