2.1 Acceptance

The Customer accepts the Quote and these Terms when the Customer:

• signs or otherwise formally accepts the Quote; or
• issues a purchase order referring to the Quote; or
• pays any deposit or mobilisation amount; or
• accepts delivery of any Goods or performance of any Services.

2.2 Entire Agreement

These Terms, together with the Quote and any documents expressly referenced in the Quote, constitute the entire agreement between the parties and supersede all prior proposals, correspondence, representations or understandings, except to the extent required by law (including the ACL).

2.3 Primacy of Terms

To the maximum extent permitted by law, these Terms prevail over any terms and conditions of the Customer (including those printed on a purchase order or other document). Any Customer terms are of no effect unless expressly accepted in writing by a director of the Company.

2.4 Basis of Proposal

The Quote (including scope, design assumptions, and Price) is based on the plans, specifications, and other information provided by the Customer. The Company is entitled to rely on that information as complete and accurate. The scope of the Company’s obligations is limited to the items expressly stated in the Quote.

2.5 Contract Type

Unless expressly stated otherwise, Quotes are provided on a Supply and Install basis and do not constitute a Design and Construct (D&C) agreement. Where design services are expressly included, they are limited to the extent stated in the Quote.

2.6 Changes to Requirements

Any change to the Customer’s requirements, site conditions, drawings, specifications, or assumed information may result in a variation to scope, Price, and/or program. Variations will be dealt with in accordance with clause 6.4.

3.1 Supply Only

Where the Goods are supplied on a supply‑only basis:

• the Customer is responsible for all installation, cabling, mounting, configuration and commissioning;
• the Customer must ensure that all installation work complies with relevant laws, standards and manufacturer specifications;
• the Company is not liable for any performance or reliability issues resulting from third‑party installation, cabling or integration.

3.2 Supply and Install

Where the Company is engaged on a supply and install basis, the Company will provide the Goods and perform the Services specified in the Quote which may include:

• cabling, termination and labelling of field devices and equipment;
• installation and mounting of the Goods on suitable surfaces or locations provided by the Customer;
• testing and commissioning of the system or solution; and
• one session of user training and provision of standard manuals, unless otherwise stated.

Any items not expressly identified in the Quote as being included are excluded.

3.3 General Exclusions

Unless specifically included in the Quote, the Price and scope do not include:

Civil & Building Works

• trenching, civil works, excavation or concrete cutting;
• installation of underground or in‑slab conduits;
• core drilling, penetration sealing or fire stopping;
• wall chasing or patching;
• cutting or modifying doors, frames or architectural elements;
• painting, plastering or other making good of finishes.

Access & Infrastructure

• supply or hire of scaffolding, scissor lifts, EWPs or other elevated access equipment;
• supply of server racks, cabinets, cable trays, ladders, catenaries or other support systems unless expressly stated;
• building structural works or strengthening.

Power & Network Services

• provision of 240V GPOs or mains power circuits;
• provision or upgrade of telecommunications services;
• provision of network switches, routers, firewalls or general IT infrastructure unless expressly stated;
• structured cabling for IT networks (data outlets and patching) unless specifically included.

Third‑Party Hardware & Integration

• supply of general IT hardware (PCs, servers, tablets, televisions) unless stated;
• detection loops, sensors or access control hardware not specifically itemised;
• provision of dry contacts or interfaces from the Fire Indicator Panel (FIP) or other systems, which are to be provided by others.

Fees & Other Services

• ACMA licences, permits or statutory approval fees;
• site allowances or project‑specific industrial allowances;
• council permits or building approvals;
• off‑site monitoring or hosted services unless clearly described.

3.4 Inclusions – Default Assumptions

Unless stated otherwise, a supply‑and‑install Quote is deemed to include:

• delivery of Goods to the nominated site (standard freight);
• installation of Goods in accordance with manufacturer requirements;
• functional testing of the installed system; and
• a single user training session (group session) and provision of standard operation manuals.

4.1 Access and Site Conditions

The Customer must:

• provide the Company with safe, timely and continuous access to the site and all relevant areas during Business Hours;
• ensure the site is in a condition suitable for the performance of the works, including completion of prerequisite building works;
• ensure that other trades do not unreasonably interfere with the Company’s works.

4.2 Storage and Security

The Customer must provide a secure, weather‑protected storage area for Goods and materials delivered to site prior to installation and is responsible for loss or damage to Goods after delivery to site.

4.3 Notice for Attendance

The Customer must provide reasonable written notice (normally four weeks) for installation, commissioning, training or site meetings, to allow the Company to allocate resources.

4.4 Remote Access

Where remote access is required for configuration, monitoring, support or maintenance, the Customer must:

• provide secure remote access (e.g. VPN) in accordance with the Company’s and the Customer’s cybersecurity requirements;
• promptly provide and maintain all required credentials and network routes.

4.5 IT & Network Inputs

The Customer must provide, at its cost:

• all required IP addressing, VLANs, firewall rules and routing changes;
• suitable and reliable network infrastructure and internet connectivity;
• timely IT support and engagement to implement required changes.

Any delay, downtime or additional work incurred by the Company due to IT‑related constraints, lack of access, or response delays is deemed a variation and is chargeable.

4.6 Third‑Party Cabling and Interfaces

Where cabling or interfaces are provided by others, the Customer must ensure they:

• comply with relevant standards and the Company’s specifications;
• are fully tested and labelled;
• are terminated at the locations nominated by the Company.

4.7 Information and Approvals

The Customer must provide all configuration data, messaging rules, naming conventions, drawing approvals and other information reasonably requested by the Company, in the agreed format and timeframe.

4.8 Changes to Customer Details

The Customer must give at least 14 days’ written notice of any change to its legal entity name, business name, contact details or billing details.

5.1 Quote Validity and Price Basis

Quotes are valid for 30 days from the date of issue unless stated otherwise. All Prices are in Australian Dollars (AUD) and exclusive of GST unless expressly stated as GST‑inclusive.

5.2 Currency and Exchange Rate Movements

Where the Quote is based on imported Goods, the Price may be subject to currency fluctuation. The Company reserves the right to adjust Prices where the AUD/USD exchange rate moves by more than ±$0.02 USD from the rate assumed at the time of quoting, up to the time of Customer purchase order.

5.3 Working Hours

The Quote assumes all Services are performed during Business Hours. Any work requested or required to be performed After Hours will be charged at the Company’s applicable After Hours rates unless otherwise agreed in writing.

5.4 Supplier Lead Times and Availability

Any lead times quoted for Goods or Services are estimates only and subject to supplier availability and logistics. The Company is not liable for delays caused by suppliers, freight providers or other third parties, but will use reasonable endeavours to mitigate such delays.

5.5 Liquidated Damages and Consequential Penalties

To the maximum extent permitted by law, the Company does not accept liquidated damages, delay damages, or penalty clauses, whether labelled as such or not. Any such terms proposed by the Customer are of no effect unless expressly accepted in writing by a director of the Company.

 6.1 Credit Account Eligibility

The Customer is only eligible for a 30‑day trading account upon successful completion, submission and approval of the Company’s credit account application process. Until the Company confirms credit approval in writing, all orders will be supplied on a pre‑payment or milestone‑payment basis as specified in the Quote. Credit limits and trading terms are at the sole discretion of the Company and may be varied or withdrawn at any time by notice.

6.2 Mobilisation Payment (Projects)

For project works, a non‑refundable mobilisation payment of 30% of the contract Price is required prior to scheduling works, ordering Goods or allocating resources. Mobilisation occurs only when the Company has received:

• a valid purchase order or written acceptance of the Quote; and
• the required mobilisation payment.

6.3 Progress Claims (Projects)

The Company may issue progress Invoices (claims) monthly or at the milestones stated in the Quote, based on:

• the percentage of work completed;
• the value of Goods procured (whether delivered to site or held off‑site); and
• achievement of agreed project milestones.

6.4 Variations

Any change in scope, program, access, site conditions, Customer instructions, design inputs or IT/network constraints may be treated as a variation. Variations may be initiated by either party but will only be effective when agreed in writing (including via email). The Company may:

• price and seek approval for the variation prior to performing the work; or
• where time critical, proceed on a time‑and‑materials basis at the Company’s standard rates.

Variation Invoices are payable within the same timeframe as standard Invoices. A dispute about a variation does not entitle the Customer to withhold payment of any undisputed amount.

6.5 Standard Payment Timeframes

Unless otherwise stated in the Quote or agreed in writing:

• mobilisation Invoices are payable within 7 days of issue;
• all other Invoices, including progress claims, variations and Care Service Agreement charges, are payable within 30 days of the Invoice date.

6.6 Payment Methods and Surcharges

Payment must be made by electronic funds transfer (EFT) to the Company’s nominated bank account, unless otherwise agreed. Where payment is made by credit card, a surcharge may apply (for example, 1.5% for standard cards and 3% for American Express or Diners cards, or as otherwise notified by the Company).

6.7 No Set‑Off

The Customer must pay all Invoices in full without any set‑off, deduction or counterclaim, including in respect of alleged defects, delays, or claims relating to other contracts or projects.

6.8 Invoice Disputes

If the Customer disputes any part of an Invoice, the Customer must:

• notify the Company in writing within 14 days of the Invoice date; and
• provide full details of the amount disputed and the reasons.

If the Customer does not notify the Company within that period, the Invoice is deemed accepted as correct. The Customer must pay the undisputed portion of any Invoice by the due date.

6.9 Default and Overdue Amounts

If the Customer fails to pay any amount by the due date:

• all amounts then outstanding (whether or not yet due) become immediately payable;
• the Company may charge interest on overdue amounts at 2% per month, calculated daily from the due date until payment is received in full; and
• the Customer must reimburse the Company for all reasonable costs incurred in recovering overdue amounts, including legal costs on a solicitor‑client basis and debt collection agency fees.

6.10 Suspension of Works and Supply

The Company may suspend performance of any Services, or withhold delivery of any Goods, where:

• any Invoice is outstanding by more than 14 days; or
• the Customer has exceeded its approved credit limit; or
• a required variation is rejected but is necessary for safe or compliant project progression.

Suspension in accordance with this clause does not constitute a breach by the Company and may result in extensions of time and additional costs payable by the Customer.

6.11 Retention (Projects)

Unless otherwise agreed in the Quote:

• any retention held by the Customer must not exceed 5% of the contract Price;
• retention is not applicable to supply‑only or maintenance works; and
• retention must be released in accordance with the milestones stated in the Quote or, if not stated, 50% at practical completion and 50% at the end of the defects liability period.

6.12 SOP Act

Where the SOP Act applies, the Company may issue payment claims under the SOP Act. Nothing in these Terms limits or affects the Company’s rights under the SOP Act.

7.1 Risk

Risk of loss of, or damage to, the Goods passes to the Customer upon delivery of the Goods to the Customer’s nominated delivery point, or upon installation where Goods are delivered and installed in a single visit.

7.2 Retention of Title

Legal and beneficial ownership (title) in the Goods does not pass to the Customer until the Company has received payment in full of all amounts owing by the Customer (including for any other Goods or Services supplied on credit).

Until title passes, the Customer:

• holds the Goods as bailee and fiduciary for the Company;
• must not remove, deface or obscure any identifying marks or labels on the Goods;
• must store the Goods separately and in a manner that clearly identifies them as the Company’s property; and
• must not sell, lease, charge or otherwise encumber the Goods except in the ordinary course of business.

7.3 PPSA Security Interest

The Customer acknowledges that:

• these Terms create a Security Interest (including a PMSI) in all Goods supplied by the Company and their proceeds; and
• the Security Interest attaches to the Goods when they are dispatched from the Company’s (or its supplier’s) premises.

The Customer agrees to:

• do all things reasonably required to enable the Company to register and perfect its Security Interest on the PPSR;
• not grant any other Security Interest in the Goods which ranks ahead of, or equally with, the Company’s Security Interest; and
• indemnify the Company for all costs incurred in registering, maintaining or enforcing its Security Interest.

To the extent permitted by law, the parties agree to contract out of the following PPSA provisions: sections 95, 96, 118, 121(4), 125, 129, 130, 132, 135, 142 and 143. The Customer waives any rights it may have to receive notices under section 157 of the PPSA.

7.4 Right to Repossess

If the Customer fails to pay any amount when due or is subject to an insolvency event, the Company may (subject to the PPSA and any applicable law):

• suspend or cancel any outstanding orders;
• enter any premises where the Goods are located (on reasonable notice where practicable) to retake possession of the Goods; and
• re‑sell or otherwise dispose of the Goods, applying the proceeds to the amounts owed by the Customer.

8.1 Delivery

Any delivery dates or times advised by the Company are estimates only. The Company will use reasonable endeavours to meet requested dates but is not liable for any loss or damage resulting from delay.

8.2 Acceptance of Goods and Services

The Customer must inspect the Goods and the outcome of the Services within a reasonable time (not exceeding 10 Business Days) after delivery or completion and notify the Company of any alleged defect, shortfall or non‑conformity. If the Customer fails to do so, the Goods and Services are deemed accepted.

8.3 Returns (Non‑Consumer)

Where the Customer is not a Consumer:

• Goods will not be accepted for return due to change of mind or ordering error, unless agreed in writing by the Company;
• if the Company agrees to accept a return, the Goods must be unused, in original packaging and returned at the Customer’s cost; and
• a handling fee of $30 or 20% of the Goods’ value (whichever is higher) may be charged.

8.4 Substitution of Goods

The Company may, acting reasonably, supply alternative Goods of equivalent or better specification where the quoted Goods are unavailable, provided the functional performance is not adversely affected.

9.1 Standard Project Warranty

Unless otherwise stated in the Quote:

• the warranty period is 12 months from the earlier of practical completion or system commissioning;
• during the warranty period, the Company will, at its option, repair or replace any Goods supplied which prove defective in materials or workmanship under normal use; and
• warranty Services will be performed during Business Hours. After Hours attendance, if requested, will be chargeable.

9.2 Warranty Conditions and Exclusions

Warranty is conditional on:

• the system being operated, maintained and serviced in accordance with applicable Australian Standards (including AS2201 where relevant) and manufacturer guidelines;
• the Customer not modifying the Goods or software without the Company’s written approval;
• the Customer providing the Company reasonable access to inspect, test and remedy the issue.

Warranty does not cover:

• misuse, neglect, accidental damage, vandalism or malicious damage;
• consumables or items subject to fair wear and tear (such as batteries, lamps, fuses, cosmetic finishes);
• damage caused by power surges, brownouts, lightning, water ingress or other environmental conditions outside specification;
• faults caused by third‑party equipment, software or networks;
• configuration changes made by the Customer or third parties without the Company’s approval.

9.3 Australian Consumer Law (ACL)

Nothing in these Terms excludes, restricts or modifies any rights or remedies that cannot be excluded, restricted or modified under the ACL. Where the Customer is a Consumer:

• the Goods and Services come with guarantees that cannot be excluded under the ACL; and
• the Customer may be entitled to a replacement or refund for a major failure and to compensation for any other reasonably foreseeable loss or damage, and to have the Goods repaired or replaced if they fail to be of acceptable quality and the failure does not amount to a major failure.

9.4 Limitation of Liability (Non‑Consumer)

Where the Customer is not a Consumer, and to the extent permitted by law:

• all implied terms, conditions and warranties are excluded; and
• the Company’s liability for breach of any non‑excludable condition or warranty is limited, at the Company’s option, to:
• • in the case of Goods: repair or replacement of the Goods, supply of equivalent Goods, or payment of the cost of doing so; and
  • in the case of Services: resupply of the Services or payment of the cost of resupply.

9.5 Exclusion of Consequential Loss

To the extent permitted by law, the Company is not liable for any indirect, special or consequential loss or damage, including loss of profit, revenue, business, data, or goodwill, or any loss arising from downtime or interruption to operations, whether arising in contract, tort (including negligence), statute or otherwise.

9.6 Mat Accessories – Special Warranty Terms

The following terms apply specifically to Xacom Mat Accessories and operate in addition to all other warranty provisions in this document:

9.6.1 Consumable Nature

Mat accessories are considered consumable items due to their direct contact with people and exposure to liquids and other organic contaminants. As such, they are supplied with a limited pro‑rata warranty as defined below.

9.6.2 Warranty Period

The warranty period for mat accessories is the lesser of:

• the expected lifespan indicated on the mat; or
• 12 months from the date of manufacture (as stamped on the mat).

9.6.3 Warranty Type

This warranty covers defects in materials or workmanship only. It does not constitute a "no‑questions‑asked" warranty. It does not cover damage resulting from:

• normal wear and tear;
• misuse, harsh use or abuse;
• improper handling, storage or cleaning;
• exposure to liquids or contaminants beyond normal operational expectations.

9.6.4 Claim Process

All mat accessories submitted for warranty assessment must be returned to Xacom. Xacom will:

• inspect and test each mat; and
• provide a written assessment outlining functionality and warranty eligibility.

9.6.5 Exclusions – When Warranty is Void

Warranty does not apply where assessment identifies:

• staining, discolouration, liquid ingress or moisture damage;
• creasing, folding, kinking or improper storage;
• damage to connectors, pins, plugs or cables;
• damage, contamination or wear indicating harsh use, misuse or improper cleaning.

9.6.6 Pro‑Rata Replacement Schedule

Where a valid warranty claim is accepted, replacement costs will be applied on a pro‑rata basis according to the age of the mat (calculated from the manufacture date to the date the claim is lodged):

• 0–3 months: full replacement at no charge;
• >3–6 months: replacement charged at 25% of current list price;
• >6–9 months: replacement charged at 50% of current list price;
• >9–12 months: replacement charged at 75% of current list price.

9.6.7 Statutory Rights

Nothing in this clause limits or excludes any rights or remedies the Customer may have under the ACL. These terms operate in addition to all non‑excludable statutory guarantees.

10.1 Formation and Term

A CPA is formed when the Company accepts the Customer’s purchase order or signed CPA proposal. The initial minimum term is as stated in the CPA . After the minimum term, the CPA continues on a rolling basis unless terminated by either party on at least three months’ written notice.

The Company may apply annual price adjustments (for example, by CPI or as specified in the CPA ).

10.2 Scope of Maintenance Services

CPA Services may include some or all of the following, as specified in the CPA :

• Remedial maintenance – response to faults or incidents raised by the Customer;
• Preventative maintenance – scheduled health checks, inspections, software updates and housekeeping tasks;
• Configuration changes – agreed moves, adds and changes within the supported systems;
• Reporting – provision of standard system or performance reports;
• Hardware cover – repair or replacement of covered hardware due to failure within normal operating conditions.

Only the Services expressly stated in the CPA are included; all other works are chargeable as additional Services.

10.3 Faults, Logging and Response

The Customer must log faults or support requests via the channels specified in the CPA (e.g. support phone number or email). The Company will classify incidents (for example Priority 1, 2 or 3) in its reasonable discretion and will use reasonable endeavours to meet the target response times stated in the CPA . Response times are targets only and not guarantees of rectification within a particular time.

The Customer must provide first‑level checks (e.g. confirming power and connectivity, basic restarts) and assist with reasonable remote troubleshooting as requested by the Company.

10.4 Preventative Maintenance and Backups

Where included, the Company will perform preventative maintenance visits or remote checks at the frequency stated in the CPA . The Company will take configuration backups of supported systems as part of maintenance activities. Where remote access is provided, backups may be stored on the Company’s servers, and the Company will generally retain the most recent backup only. Application or message history is generally stored on the Customer’s servers in accordance with system configuration.

10.5 Maintenance Exclusions

Unless expressly included, the CPA does not cover:

• damage due to misuse, neglect, vandalism, vermin, water, fire, lightning, power quality issues or other external causes;
• repairs to backbone or external cabling;
• replacement of obsolete or end‑of‑life systems;
• major upgrades, redesigns or new project works;
• non‑standard or custom reporting;
• onsite attendance for issues caused by third‑party changes (e.g. network or power changes) not notified in advance.

Such items will be charged at the Company’s then‑current rates unless agreed otherwise.

10.6 Hardware Cover (If Included)

Where the CPA includes hardware cover, the Company will, during the CPA term:

• repair or replace covered hardware that has failed within its expected service life due to normal operation; and
• use new or refurbished parts of equal or better specification.

Hardware cover is not insurance. The Customer remains responsible for insuring its equipment and systems for full replacement value.

10.7 Configuration and Moves/Adds/Changes

Where configuration support is included, it applies to reasonable day‑to‑day moves, adds and changes that do not require major design changes or third‑party integration work. The Company may review and adjust CPA pricing if the volume of changes materially exceeds that assumed when pricing the CPA .

If the Customer relocates or substantially changes the system or network environment, the Company may require re‑scoping and re‑pricing of the CPA .

10.8 Termination of CPA

After the initial minimum term, either party may terminate the CPA on at least three months’ written notice. If the Customer terminates the CPA prior to the end of the minimum term (other than due to the Company’s material breach not remedied within a reasonable time), the Customer remains liable for the balance of all CPA charges for the remainder of the minimum term. The Company may terminate the CPA by written notice if the Customer is in material breach (including non‑payment) and fails to remedy the breach within the period stated in the notice.

11.1 Ownership of IP

All IP in the Goods, software, documentation and any deliverables created by the Company in the course of supplying the Goods or Services remains the exclusive property of the Company (or its licensors). Nothing in these Terms transfers ownership of IP to the Customer.

11.2 Licence to Use

Upon full payment of all amounts due in relation to the relevant Goods or Services, the Company grants the Customer a non‑exclusive, non‑transferable, revocable licence to use the supplied software and documentation solely for the purpose of operating the installed system at the site(s) for which it was supplied.

11.3 Restrictions

The Customer must not (and must not permit any third party to):

• copy, modify, reverse engineer, decompile or disassemble any software (except to the extent permitted by law);
• remove or alter any IP notices or branding on the Goods or software;
• use the software for the benefit of third parties (for example, as a service bureau) without the Company’s written consent.

12.1 Confidential Information

Each party must keep confidential all information of the other party that is identified as confidential or which would reasonably be regarded as confidential, and must not use or disclose such information except:

• for the purpose of performing its obligations under these Terms;
• with the other party’s prior written consent; or
• as required by law, court order or regulatory authority.

12.2 Data and Privacy

To the extent the Company has access to any personal information or sensitive data controlled by the Customer, the Company will handle such data in accordance with applicable privacy laws and will use it only for the purposes of providing the Goods and Services. The Customer is responsible for ensuring it has all necessary consents and lawful bases to disclose such data to the Company.

13.1 Governing Law

These Terms are governed by the laws of the State of Victoria, Australia. The parties submit to the non‑exclusive jurisdiction of the courts of Victoria and any courts which may hear appeals from those courts.

13.2 Dispute Resolution

If a dispute arises in connection with these Terms, the parties must first attempt to resolve it through good‑faith negotiations between senior representatives. If the dispute is not resolved within 21 days of written notice of the dispute, either party may refer the matter to mediation administered by an agreed mediation body. If the dispute is not resolved by mediation within a further 30 days (or such other period agreed), either party may commence court proceedings.

Nothing in this clause prevents a party from seeking urgent injunctive or interlocutory relief.

The Customer indemnifies the Company and its officers, employees and agents against all loss, liability, damage, cost and expense (including legal costs on a solicitor‑client basis) arising from:

• the Customer’s breach of these Terms or any applicable law;
• any negligent or wrongful act or omission of the Customer or its personnel; or
• any claim by a third party arising out of or in connection with the Customer’s use or resale of the Goods or Services,
  except to the extent caused by the negligence or wilful misconduct of the Company.

The Customer must not assign, novate or otherwise transfer its rights or obligations under these Terms without the Company’s prior written consent. The Company may assign or novate its rights and obligations to a related body corporate or bona fide purchaser of its business by notice to the Customer.

The Company may subcontract the performance of any part of the Services, provided that the Company remains responsible for the acts and omissions of its subcontractors.

The Company may vary these standard Terms by giving written notice to the Customer. The varied Terms apply to all Quotes and orders accepted after the effective date of the variation. Variations to specific commercial or technical aspects of a particular project or CPA must be agreed in writing between the parties.

Any notice or other communication in connection with these Terms must be in writing and may be given by email, courier or pre‑paid post to the recipient’s last notified address or email address. A notice is deemed received:

• if delivered by hand or courier, on delivery;
• if posted within Australia, two Business Days after posting;
• if emailed, when the email leaves the sender’s mail server, provided the sender does not receive an error or bounce‑back message.

The Company is not liable for any delay or failure to perform its obligations due to a Force Majeure Event. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected contract by written notice, without liability other than for amounts properly due for Goods and Services supplied up to the date of termination.

A failure or delay by the Company to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy. A waiver is only effective if in writing and applies only to the specific instance for which it is given.

If any provision of these Terms is held to be invalid, illegal or unenforceable in any respect, that provision is deemed severed to the extent of the invalidity and the remaining provisions continue in full force and effect.

Clauses relating to payment, confidentiality, intellectual property, limitation of liability, indemnity, PPSA security interests, governing law, dispute resolution and any other provisions which by their nature are intended to survive termination or expiry, survive termination or expiry of the agreement between the parties.