TERMS AND CONDITIONS

CUSTOM SMART HOMES PTY LTD (ACN 645 608 313)

Version 1.1 - June 2026

1. ACCEPTANCE

1.1 Parties: These Terms are between CUSTOM SMART HOMES PTY LTD (trading as Custom Smart Homes (ACN: 645 608 313)), its successors and assignees (referred to as "we" and "us") and you, the person, organisation or entity described in the Quote (referred to as "you" or "your"). These Terms apply to all Services provided by us to you under the Quote and any documents incorporated by reference under clause 2.2.

1.2 Acceptance: You have requested the Services set out in the Quote. You accept and agree to be bound by these Terms (and a contract is formed) when you do any of the following:

(a) signing and returning the Quote;

(b) confirming in writing (including by email) that you accept the Quote;

(c) accepting the Quote online (including via any electronic acceptance platform we use);

(d) instructing us to order any Materials or otherwise confirming that we may proceed;

(e) allowing us (or our contractors) to attend site or commence any part of the Services; or

(f) making part or full payment of any amount in connection with the Services (including any Deposit).

1.3 You agree that the Quote, these Terms and any documents incorporated under clause 2.2 form the agreement under which we will supply the Services to you. Please read these Terms carefully. Please contact us if you have any questions. Purchasing Services from us and accepting the Quote indicate that you have had sufficient opportunity to read these Terms and contact us if needed, and that you have read, accepted and will comply with these Terms.

1.4 Deposit: If the Quote indicates that we require a Deposit (or any upfront payment), we are not obliged to schedule or commence the Services, order Materials, or reserve labour/resources until the Deposit (or first instalment) has been paid in cleared funds.

1.5 Cancellation: You may request cancellation of the Services by giving us written notice. Cancellation takes effect on the date we receive your notice, and clause 20.5 sets out what is then payable. Clause 20.1 (30 days' notice) does not apply to cancellation under this clause.

1.6 If you cancel, you must pay us for:

(a) all Services performed up to the effective date of cancellation (including work not yet invoiced);

(b) all Materials ordered or acquired for the Services (including any non-refundable deposits paid by us to suppliers), and any reasonable restocking, return, cancellation, storage or delivery charges charged by suppliers; and

(c) our reasonable costs of demobilisation and rescheduling (if applicable).

1.7 To the extent permitted by law, where Materials have been ordered specifically for your project and cannot reasonably be returned or re-used by us, you must pay the full cost of those Materials. Once paid in full, you may collect those Materials from us (or we may deliver them at your cost if agreed).

2. SERVICES

2.1 We will perform the Services with due care and skill.

2.2 The Services will be provided in accordance with the Quote and any Scope Document and Demarcation Document referred to in the Quote (together, the Project Documents). The Project Documents are incorporated into and form part of these Terms.

2.3 If there is any inconsistency between documents forming the agreement, the following order of precedence applies to the extent of the inconsistency:

(a) the Quote (including any Special Conditions);

(b) any Scope Document and Demarcation Document referred to in the Quote; and

(c) these Terms.

2.4 We reserve the right to refuse any request that we deem inappropriate, unreasonable or illegal.

2.5 We may provide the Services to you using our employees, contractors and third party providers, and they and their works are included in these Terms.

2.6 Where you engage third parties that are not our employees and are not contractors directly appointed by us (including, without limitation, a builder, electrician, data cabler, network/IT provider, AV provider, cabinet maker or any other trade), those third parties are under your (or the builder's) oversight and control. To the extent permitted by law, we are not liable for any act, omission, delay, fault, defect or non-compliance of those third parties, or for any resulting impact on the Services.

2.7 Timeframe: Any timeframe for completion of the Services is an estimate only and may change due to factors beyond our reasonable control, including site access restrictions, delays by other trades, supplier lead times, and variations. To the extent permitted by law, we are not liable for delays caused or contributed to by circumstances outside our reasonable control. Both Parties must take reasonable steps to minimise delay.

2.8 Cleaning up: Unless the Quote states otherwise, we will use reasonable endeavours to keep our work area reasonably tidy while performing the Services. On completion, we will remove our packaging and installation debris generated by us from the immediate work area. We are not responsible for cleaning up after any third parties or for general site cleaning.

2.9 Extra-low-voltage works only: Our Services comprise extra-low-voltage (ELV) works only, including data, audio-visual, control, communications and security cabling and equipment. The Services expressly exclude any electrical wiring work or other work required by law to be performed by the holder of an electrical contractor licence. All such work must be performed by a licensed electrician engaged by you (see clause 8.1(e)).

2.10 Standards: We will perform the Services in a proper and workmanlike manner and in accordance with the Australian Standards applicable to ELV cabling and installation work. Compliance of electrical wiring work remains the responsibility of the licensed electrician performing it.

2.11 Equipment substitution: If any specified equipment is unavailable, discontinued, or subject to lead times that would delay the Services, we may substitute equipment of equivalent or better specification at no additional cost to you, and will notify you of the substitution. Where a substitution would materially change the appearance, user interface, ecosystem, subscription costs or ongoing serviceability of the system, we will obtain your approval before proceeding. A substitution under this clause is not a Variation. Any other change to specified equipment - including where no equivalent substitute is reasonably available at no additional cost - remains subject to clause 7 (Variations).

2.12 Extensions of time: If the Services are delayed by any cause beyond our reasonable control (including acts or omissions of you, the builder or other trades, late supply of client-supplied equipment, Site access restrictions, inclement weather, or supplier delays), the time for performance is extended by a reasonable period reflecting the delay.

2.13 Insurance: We hold public liability insurance of not less than $20 million and workers compensation insurance as required by law. Certificates of currency are available on request.

2.14 Stand-down: If we attend the Site as scheduled and cannot commence or continue the Services for reasons attributable to you, the builder or other trades (including lack of access, incomplete preceding works, or unsafe conditions), we may charge a stand-down fee at our Hourly Rates for the attending personnel, plus reasonable travel costs.

3. PRICE, INVOICING AND PAYMENT

3.1 You agree to pay us the amounts set out in our Quote, including any Deposit required. All amounts are stated in Australian dollars and, unless expressly stated otherwise, are inclusive of GST (where applicable). Payment may be made by the payment methods set out in the invoice.

3.2 You must pay each invoice in full by the due date stated on the invoice. If any amount is overdue, we may (without limiting any other rights):

(a) suspend ordering of Materials and/or suspend the Services (including attendance on site);

(b) refuse to deliver or install any Materials not yet delivered/installed; and

(c) charge reasonable demobilisation, remobilisation, rescheduling or storage costs (if applicable),

until all overdue amounts are paid in cleared funds.

3.3 We may charge interest at a rate equal to the Reserve Bank of Australia's cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any amounts unpaid after the due date.

3.4 If invoices are unpaid after the payment date, we reserve the right to take steps to recover any outstanding fees and outlays owing to us. In the event of non-payment, we have the right to engage debt collection services for the collection of unpaid debts, the right to commence legal proceedings for any outstanding amounts owed to us.

3.5 If any action is required to recover amounts owing to us (including without limitation issuing and receiving any correspondence, commencing court proceedings, taking enforcement action and so on), you acknowledge and agree that you are liable for and must pay all costs including without limitation debt collection, commission, charges, costs and any out-of-pocket expenses (including all legal costs and legal fees on an indemnity basis and all fees charged by counsel). You agree to indemnify us against any costs we may incur in recovering payment of any unpaid invoices.

3.6 We reserve the right to report bad debts to independent credit data agencies in accordance with clause 4.

3.7 If the Quote states that the Fees and Expenses are an estimate only, you acknowledge that the final Fees and Expenses may be more or less than the estimated amounts. We will inform you of any material variation to Fees and/or Expenses no later than 7 days after it has become apparent that there is a material variation.

3.8 If applicable, you agree to pay the Call Out Fees.

3.9 Progress claims: We may invoice by progress payments in accordance with the payment schedule in the Quote or, if none, on completion of the Services. An invoice may constitute a payment claim under the Building and Construction Industry Security of Payment Act 1999 (NSW) where that Act applies.

3.10 Disputed invoices: If you dispute an invoice in good faith, you must notify us in writing within 7 days of receiving it, with reasonable details, and pay the undisputed portion by the due date. You may withhold only the genuinely disputed portion pending resolution under clause 15.

3.11 Payment allocation and acceleration: We may allocate any payment received to any outstanding invoice. If any amount owing to us is overdue, or you suffer an event described in clause 21.1, all amounts owing to us in connection with the Services (whether or not invoiced or due) become immediately payable.

3.12 Surcharges: Card payments may attract a surcharge not exceeding our reasonable cost of acceptance, disclosed at or before payment.

3.13 Hourly Rates: Unless the Quote states otherwise, our Hourly Rates are: installer/technician - $110 per hour; programmer - $135 per hour (each inclusive of GST). The Hourly Rates apply wherever these Terms provide for work to be charged at our Hourly Rates (including Variations and stand-down under clauses 7.6 and 2.14). We may update the Hourly Rates by issuing a new version of these Terms in accordance with clause 24.16.

4. CREDIT INFORMATION

4.1 You consent to us obtaining a credit report about you from a credit reporting body for the purpose of assessing your application for commercial credit or collecting overdue payments.

4.2 You consent to us disclosing information about you to a credit reporting body, including identity details and details of payment defaults, and exchanging information with other credit providers, for the purposes of assessing creditworthiness, notifying defaults, and managing this account, in accordance with the Privacy Act 1988 (Cth).

4.3 Our privacy policy contains details of how we manage credit information, how you may access and correct it, and how to complain.

5. YOUR APPROVALS

5.1 Where we provide you with any approval items (for example, equipment selections, layouts, marked-up plans, or programming/commissioning sign-off items), you must notify us in writing whether you do or do not accept the completed approval item by the due date provided to you.

5.2 If we do not receive a response from you by the due date set out on the approval item, we will follow up with you directly to seek confirmation of acceptance. If after 5 Business Days, we still do not receive a response, you will be deemed to have accepted the approval item.

5.3 Acceptance of the approval item, whether expressly or deemed after the 5 Business Days follow-up time frame, signifies that the item is complete and no further changes are required.

5.4 Where we are unable to proceed to the next stage of the Services without your express approval, and if the follow-up time frame has elapsed without your response, we may charge additional fees to cover the costs of rescheduling the Services, staff, or facilitating the continuance of the Services due to the delay. These potential additional fees will be communicated to you during the follow-up before they are incurred.

6. PRACTICAL COMPLETION AND DEFECTS

6.1 The Services reach Practical Completion when they are complete except for minor defects or omissions that do not prevent the system from being reasonably capable of use.

6.2 When we consider Practical Completion has been reached, we will notify you either by written notice or by issuing our final invoice for the Services, either of which constitutes notice of Practical Completion. You must, within 10 Business Days of that notice, either confirm acceptance or notify us in writing of any items you consider prevent Practical Completion. If you do not respond within that period, or if you (or any occupant with your permission) take occupation of, or begin using, the relevant system, Practical Completion is deemed to have occurred. Issue of our final invoice as notice of Practical Completion does not limit your rights under clause 3.10.

6.3 Practical Completion is deemed to have occurred, and payment becomes due, if completion or commissioning of the Services is prevented for more than 10 Business Days by matters outside our control, including incomplete works by other trades, lack of Site access or services (power, internet), or unavailability of client-supplied equipment. We will complete the outstanding commissioning when the preventing matter is resolved. One return commissioning visit is included at no additional charge; any further return visits required due to matters outside our control may be charged as a Variation.

6.4 Minor defects or omissions do not entitle you to withhold final payment. We will rectify defects notified under clause 6.5 without affecting your payment obligations.

6.5 Defects liability: You must notify us in writing of any defect in our workmanship that becomes apparent within 12 weeks of Practical Completion. We will rectify defects that are our responsibility within a reasonable time (targeting 10 Business Days where practicable) at our cost. Rectification does not extend the Workmanship Warranty or this defects period. This clause does not limit your Statutory Rights.

7. VARIATIONS

7.1 Unless the Quote states that the Fees and any Expenses are an estimate only, the Fees and Services can only be varied by written agreement between us, including by email or by an approved Variation.

7.2 We may at any time, in writing, inform you of the need for us to perform a Variation, including due to:

(a) changes requested by you, the builder, architect, designer or other third parties;

(b) changes required due to site conditions, access constraints, or conflicts with other trades;

(c) changes required due to equipment availability, discontinuation or supplier lead time changes (other than a substitution permitted under clause 2.11); or

(d) changes required for system compatibility, safety or compliance where the original assumptions are not met.

7.3 If you request a Variation to the Services, we have discretion as to whether we make the Variation.

7.4 Variations will not invalidate these Terms or be regarded as a repudiation of these Terms by us.

7.5 If in our reasonable opinion a Variation requires additional time to perform the Services, then we will extend the time for performance of the Services after consultation with you.

7.6 If we need to charge an additional fee for a Variation (Additional Fee), then we will provide a written quote for the Additional Fee or notify you of the need to charge at our Hourly Rates prior to commencing performance of the Variation. If:

(a) you accept the quote for the Additional Fee or agree to our Hourly Rates being charged, then these Terms are amended to incorporate the Variation but otherwise remain the same; or

(b) you do not accept the quote for the Additional Fee or agree to our Hourly Rates being charged where we informed you of the need for us to perform a Variation, then we will consult with you to identify a feasible alternative and, if none can be agreed within a reasonable time, we may invoice for Services performed and Materials committed to date and terminate these Terms on written notice.

7.7 If we are unable to accommodate a Variation requested by you, we may consult with you to find a feasible adjustment. Should a mutually agreeable solution not be reached, we reserve the right to invoice for Services performed to date and terminate these Terms.

8. YOUR OBLIGATIONS AND WARRANTIES

8.1 You warrant that:

(a) there are no legal restrictions preventing you from agreeing to these Terms;

(b) you will cooperate with us, and provide us with information that is reasonably necessary to enable us to perform the Services as requested from time to time, in a timely manner;

(c) the information you provide to us is true, correct and complete;

(d) you will ensure the Site is ready for our work (including that walls/ceilings/cabinetry are accessible where our equipment is to be installed, and that other trades do not obstruct our work area), and that other trades attend and complete works as required to allow us to perform the Services;

(e) where electrical work or electrical compliance is required, you will ensure it is performed by a suitably licensed electrician (not being us). You acknowledge we rely on the electrician and other trades to follow the plans, specifications and marked-up drawings provided for the project;

(f) you acknowledge that if the electrician or other trades do not follow the plans/specifications/marked-up drawings, this may affect the performance, functionality or timing of the Services, and to the extent permitted by law, we are not responsible for resulting faults, defects, delays or losses;

(g) you have the right to provide us with any plans, specifications, drawings and documents you supply, and we are entitled to rely on their accuracy and completeness;

(h) you are responsible for ensuring other trades do not damage our equipment, cabling, programming or installed works, and you must reimburse us for the reasonable cost of rectification where damage is caused by persons not under our control;

(i) you will at all times comply with our reasonable and lawful Requirements relating to the Services;

(j) you will not infringe any third party rights in working with us and receiving the Services;

(k) before attempting to resolve any issues yourself or using a third party, you will inform us if you have reasonable concerns relating to our provision of Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns;

(l) you are responsible for obtaining any consents, licences and permissions from other parties necessary for the Services to be provided, at your cost, and for providing us with the necessary consents, licences and permissions;

(m) if the Services are to be performed on a property, you are authorised to occupy the premises and obtain the Services;

(n) where you are not the owner or occupier of the Site (for example, where you are a builder, electrician or other contractor engaging us in connection with a project for an owner), you have the owner's authority to engage us, to grant the rights, consents and access contemplated by these Terms, and to receive handover materials and credentials on the owner's behalf, and you are responsible for passing our handover materials, credentials and care instructions to the owner;

(o) if the Services are to be performed on a property, that at all times the property is safe and that all facilities provided by you for the purposes of enabling the Services to be performed are also safe, including restraining any pets;

(p) we will have free and unimpeded access to the place in which the Services are to take place and that you will do all things to ensure that we are not delayed by matters within your control; and

(q) you will not, during the term of these Terms and for 12 months after completion of the Services, canvass, solicit, entice or induce away from us any of our employees or contractors. This does not prevent hiring a person who responds to general public advertising.

9. UNDERGROUND WORK

9.1 Where we are engaged to perform trenching or other underground works, we will provide an estimate of the expected route and depth. Before we commence underground works, you must obtain current plans of all underground services on the Site (including via a Before You Dig Australia enquiry) and clearly identify their location to us.

9.2 Should you fail to provide us with the appropriate plans for the property, or there are services that were not identified in the Before You Dig Australia report, you agree to indemnify us from any Claim for costs, expenses or losses from a third party for any damage to third-party property, including the asset owner, except to the extent the Claim is caused or contributed to by our negligence.

9.3 Trenching beyond a standard depth of 600mm, or through rock, concrete, tree roots or other obstructions, may incur additional costs, which will be treated as a Variation.

9.4 Any warning about site conditions or underground services should be given to us in writing before the Services commence. We will act on any safety warning however and whenever it is received, and may suspend the Services to reassess.

9.5 Any Additional Fees incurred will be treated as a Variation.

10. WORK HEALTH & SAFETY

10.1 You agree and acknowledge that:

(a) whilst works are being carried out the property is considered a work site and therefore must comply with all relevant legislation, and you must comply with the following conditions:

(i) advise us of any known site hazards (including asbestos, silica, unsafe access areas, and restricted work zones) prior to commencement;

(ii) disclose the presence of asbestos, where known by you, within the work site prior to the commencement of works; and

(iii) ensure all work areas are free of potential hazard to us and any of our representatives; and

(b) any representative of ours can refuse to complete the Services if they reasonably believe that the working environment is in breach of our company policy and/or relevant legislation.

10.2 Nothing in these Terms transfers, limits or reduces any Party's duties under applicable work health and safety legislation. Each Party retains its statutory WHS duties, and the Parties must consult, cooperate and coordinate activities with each other so far as those duties relate to the same matter.

11. SYSTEM SECURITY, DATA AND CYBER

11.1 Monitoring systems: Any security, CCTV, intercom, alarm, detection or monitoring system we install is supplied for monitoring and detection purposes only. It is not a life-safety device and does not guarantee that the Site will be free from unauthorised entry, damage, loss or other incident. You are responsible for testing and maintaining such systems in operational condition and for any monitoring arrangements.

11.2 No immunity from cyber incidents: No connected system can be guaranteed to be immune from unauthorised access, interception, or other cyber incident. To the extent permitted by law, we are not liable for any loss arising from a cyber incident affecting the system, except to the extent caused by our negligence.

11.3 Credentials: On handover we will provide you with the site-specific system credentials set for your installation. You are responsible for keeping those credentials confidential and controlling who is given access, and you may request that we change them at any time. We are not liable for any access to, or use of, the system gained by means of credentials you held or disclosed.

11.4 Updates: System security depends on ongoing firmware and software updates by manufacturers. Unless you hold a current support plan with us, we have no obligation to monitor, update or patch the system after Practical Completion, and we are not liable for vulnerabilities arising in software or firmware that has not been updated after handover.

11.5 Third-party platforms: We do not control third-party cloud services, applications or firmware. We are not responsible for security incidents affecting third-party platforms, vulnerabilities in third-party software, or a manufacturer ceasing security support for any product.

11.6 Remote access: You authorise us to access the system remotely for commissioning, support and warranty purposes. We will use commercially reasonable security measures when accessing the system remotely.

11.7 Your changes: We are not responsible for issues, vulnerabilities or failures arising from changes you or third parties make to network settings or system configuration, or from devices added to the network, without our involvement.

11.8 Surveillance data: Footage, logs and other data generated by the system are stored on your equipment (or your third-party accounts) and remain under your control and responsibility (subject to the terms of any third-party platform). You are responsible for your use of the system complying with applicable surveillance and privacy laws, including where cameras or microphones cover areas used by workers, tenants or neighbouring property.

12. OUR INTELLECTUAL PROPERTY

12.1 We own the intellectual property rights in:

(a) our pre-existing Intellectual Property, including but not limited to any Intellectual Property we create, develop or configure in connection with the Services (including system designs, programming, configurations, templates, documentation and commissioning outputs) and copyright which subsists in all creative and literary works incorporated into our pre-existing Intellectual Property; and

(b) Intellectual Property that we create during the course of the Services, including but not limited to copyright which subsists in all creative and literary works in all Intellectual Property that we create during the course of the Services, unless we assign or transfer this to you. This Intellectual Property is protected by Australian and international laws.

12.2 Nothing in these Terms constitutes an assignment or transfer of our Intellectual Property rights, or a right to use our Intellectual Property, whether registered or unregistered, except as stated in these Terms or with our written permission.

12.3 Except as permitted under clause 12.4, you must not breach our intellectual property rights by, including but not limited to:

(a) altering or modifying our Intellectual Property;

(b) creating derivative works from the Intellectual Property; or

(c) using our Intellectual Property for commercial purposes such as on-sale to third parties.

12.4 Licence to operate: On payment in full of all amounts owing for the Services, we grant you a perpetual, non-exclusive, royalty-free, site-specific licence to use and modify the site-specific programming, configurations and documentation we create for your installation, to the extent required to operate, maintain, repair and modify the system at the Site. This licence is transferable to a subsequent owner or occupier of the Site (notwithstanding clause 24.6). It does not extend to our pre-existing tools, templates, libraries or dealer-restricted software.

12.5 This clause will survive the termination of these Terms.

13. YOUR INTELLECTUAL PROPERTY AND MORAL RIGHTS

13.1 You agree to provide information including any Intellectual Property to us to enable us to provide the Services. You:

(a) warrant that you have all necessary rights to provide the Intellectual Property to us;

(b) grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable licence to use the Intellectual Property in any way we require to provide the Services to you; and

(c) consent to any act or omission which would otherwise constitute an infringement of your Moral Rights.

13.2 If you (or any employee or agent) have Moral Rights in any Intellectual Property that you provide to us, you:

(a) irrevocably consent to any amendment of the Intellectual Property for the purposes of us providing Services to you and to our using or applying the Intellectual Property for the purposes of providing Services to you without any attribution of authorship;

(b) agree that your consent extends to acts and omissions of any of our licensees and successors in title; and

(c) agree that your consent is a genuine consent under the Copyright Act 1968 (Cth) and has not been induced by duress or any false or misleading statements by us.

13.3 This clause will survive the termination of these Terms.

14. CONFIDENTIAL INFORMATION

14.1 We, including our employees and contractors, agree not to disclose your Confidential Information to any third party (other than where necessary, to third party suppliers, or as required by law); to use all reasonable endeavours to protect your Confidential Information from any unauthorised disclosure; and only to use your Confidential Information for the purpose for which it was disclosed by you to us, and not for any other purpose.

14.2 You, including your employees and contractors, agree not to disclose our Confidential Information to any third party, including our pricing, designs, system configurations, programming logic, commissioning documentation, and any security/access credentials generated or used as part of the Services; to use all reasonable endeavours to protect our Confidential Information from any unauthorised disclosure; and only to use our Confidential Information for the purpose for which it was disclosed or provided by us to you, to receive, operate and maintain the Services, and not for any other purpose. Nothing in this clause prevents you, once all amounts owing have been paid, from using or disclosing site-specific programming, configurations, documentation and credentials to the extent required to operate, maintain, repair or service the system (including to a subsequent service provider or owner of the Site).

14.3 These obligations do not apply to Confidential Information that:

(a) is authorised to be disclosed;

(b) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms;

(c) is received from a third party, except where there has been a breach of confidence; or

(d) must be disclosed by law or by a regulatory authority including under subpoena.

14.4 This clause will survive the termination of these Terms.

15. FEEDBACK AND DISPUTE RESOLUTION

15.1 Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact us.

15.2 If there is a dispute between the Parties in relation to these Terms, in the first instance the Parties agree to the following dispute resolution procedure:

(a) the complaining Party must tell the other Party in writing the nature of the dispute, what outcome the complaining Party wants and what action the complaining Party thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them at an initial meeting; and

(b) if the Parties cannot agree how to resolve the dispute at that initial meeting, any Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complaining Party will ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute and will be equally responsible for the costs of the mediator.

15.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.

16. RISK

16.1 Risk of loss of or damage to Materials passes to you on delivery to the Site (or upon delivery to your nominated carrier), and you must insure the Materials from that time. Notwithstanding the passing of risk, we remain responsible for loss of or damage to Materials or the Site to the extent caused by us or our personnel in performing the Services.

16.2 If Materials are damaged, lost or destroyed after risk has passed to you but before title passes to you, we are entitled to receive all insurance proceeds payable for those Materials to the extent of the amount owing to us.

16.3 If you request that Materials be delivered to an unattended location, they will be left at your sole risk.

16.4 You acknowledge that Materials supplied may:

(a) fade or change colour over time;

(b) expand, contract or distort as a result of exposure to salt, heat, cold or weather;

(c) mark or stain if exposed to certain substances; and

(d) be damaged or disfigured by impact or scratching.

17. RETENTION OF TITLE

17.1 Title in any Materials we supply does not pass to you until all amounts owing to us in connection with the Services (including the Fees and any Variation amounts) have been paid in full, even if the Materials have been installed or integrated into a system.

17.2 To the extent permitted by law, if you fail to pay any amount by the due date, we may enter the Site (at reasonable times, on reasonable notice, and in accordance with applicable law, including with the consent of the owner or occupier where required) to recover Materials that have not been installed or that can be removed without material damage to the Site, and you grant us authority to do so. You must pay our reasonable costs of recovery. This clause does not limit our other rights, including under clause 18 and clause 3.11.

18. PERSONAL PROPERTY SECURITIES ACT 2009 (PPSA)

18.1 In this clause, financing statement, financing change statement, security agreement, and security interest have the meaning given to them by the PPSA.

18.2 Upon acceptance of these Terms you acknowledge and agree that these Terms constitute a security agreement for the purposes of the PPSA and create a security interest in all Materials and/or collateral (account) - being a monetary obligation of you to us for Services - that have previously been supplied and that will be supplied in the future by us to you.

18.3 You undertake to:

(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which we may reasonably require to:

(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

(ii) register any other document required to be registered by the PPSA; or

(iii) correct a defect in a statement referred to in clause 18.3(a)(i) or 18.3(a)(ii);

(b) indemnify, and upon demand reimburse, us for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Materials charged thereby;

(c) not register a financing change statement in respect of a security interest without our prior written consent;

(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Materials and/or collateral (account) in favour of a third party without our prior written consent.

18.4 The Parties agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these Terms.

18.5 You hereby waive your rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

18.6 You waive your rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

18.7 Unless otherwise agreed to in writing by us, you waive your right to receive a verification statement in accordance with section 157 of the PPSA.

18.8 You shall unconditionally ratify any actions taken by us under clauses 18.3 to 18.5.

18.9 Subject to any express provisions to the contrary (including those contained in this clause 18), nothing in these Terms is intended to have the effect of contracting out of any of the provisions of the PPSA.

19. WARRANTIES

19.1 We warrant our workmanship for the period stated in the Quote or, if no period is stated, for 12 months, commencing on Practical Completion under clause 6 (Workmanship Warranty).

19.2 The Workmanship Warranty does not apply to issues caused by:

(a) third parties (including electricians and other trades) and their work;

(b) client-supplied materials or equipment;

(c) misuse, abnormal use, failure to follow our reasonable instructions, or failure to maintain the system;

(d) unauthorised modification, servicing, tampering or repair of the system by any person other than us;

(e) changes to network settings or system configuration, or devices added to the network, without our involvement; or

(f) software or firmware that has not been updated after handover, where you do not hold a current support plan with us.

19.3 For products not manufactured by us, any warranty is the manufacturer's warranty (if any). To the extent permitted by law, we are not liable for manufacturer defects beyond facilitating a warranty claim process where reasonably possible. This clause does not limit your Statutory Rights against us as the supplier of the products.

19.4 If you claim on the Workmanship Warranty you must provide reasonable proof of purchase or engagement (such as the invoice or Quote).

19.5 We take no responsibility for materials supplied by you.

19.6 We may decline a Workmanship Warranty claim to the extent that your non-compliance with these Terms caused or contributed to the issue claimed.

19.7 Our Services come with guarantees that cannot be excluded under Australian Consumer Law. For major failures with the Services, you are entitled to:

(a) cancel these Terms with us; and

(b) a refund for the unused portion, or reimbursement for its reduced value.

You are also entitled to be reimbursed for any other reasonably foreseeable loss or damage.

19.8 If the failure does not amount to a major failure, you are entitled to have problems with the Services rectified in a reasonable time and, if this is not done, to cancel the Terms and obtain a refund for the unused portion of the Terms.

20. TERM AND TERMINATION

20.1 Either Party may terminate these Terms without cause by providing the other Party with 30 days' notice, in writing.

20.2 If either Party commits a remediable breach of these Terms and does not remedy the breach at its cost within a reasonable time after receiving written notice of the breach from the other Party, then the Parties agree to engage in the dispute resolution process set out in clause 15.2 in the first instance. If the dispute is not resolved after following that process, then either Party may terminate these Terms at any time upon written notice to the other Party.

20.3 We may terminate these Terms immediately upon written notice to you, if:

(a) you commit a non-remediable breach of these Terms;

(b) you fail to provide us with clear or timely instructions to enable us to provide the Services;

(c) any other reason outside our control has the effect of compromising our ability to perform the Services within the required timeframe; or

(d) you fail to pay an invoice by the due date.

20.4 You may terminate these Terms immediately upon written notice to us if we commit a non-remediable breach of these Terms.

20.5 On termination of these Terms for any reason (including termination without cause under clause 20.1 and cancellation under clause 1.5), you must pay us for all Services performed up to termination and for all Materials ordered or acquired for the Services (including any non-refundable supplier charges), plus any applicable restocking or return charges and our reasonable costs of demobilisation and securing the Site. Any Deposit or payments made are non-refundable to the extent they relate to Services performed or Materials ordered or acquired. This clause does not apply where you validly terminate under clause 20.2 or 20.4 for our breach, in which case your Statutory Rights apply.

20.6 On termination of these Terms, you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and/or Intellectual Property, excluding handover materials, documentation and licensed items you are entitled to retain and use under clause 12.4.

20.7 On termination of these Terms, we agree to promptly return (where possible), or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and/or Intellectual Property, except to the extent we are required or permitted to retain records under clause 20.8 or applicable law (including records reasonably required for warranty, insurance, security or backup purposes, which remain protected under clause 14).

20.8 On completion of the Services, we will retain your documents related to the provision of the Services to you (including copies) as required by law or regulatory requirements and in accordance with the retention practices described in our privacy policy. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.

20.9 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.

21. INSOLVENCY

21.1 If either Party: (a) being a person, becomes bankrupt or makes an assignment of their estate for the benefit of creditors; or (b) being a company, becomes insolvent, has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or enters into any compromise or arrangement with its creditors, then, to the extent permitted by law (including the stay provisions of the Corporations Act 2001 (Cth)), the other Party may terminate the Agreement by written notice without issuing a notice to show cause.

22. CONSUMER LAW, LIMITATION OF LIABILITY AND DISCLAIMERS

22.1 Service standard: We will provide the Services with due care and skill, the Services will be fit for the purpose we advertise or that you make known to us, and we will supply the Services within a reasonable time.

22.2 ACL: Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations may confer on you rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).

22.3 Statutory Rights: Nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our liability for the Services is governed solely by the ACL and these Terms.

22.4 Warranties: Except for your Statutory Rights, our commitments in clause 22.1 and any Workmanship Warranty stated in the Quote, we exclude all express and implied warranties, representations and guarantees, and all material and work is provided to you without warranties, representations and guarantees of any kind.

22.5 Delay: Where the provision of Services depends on your information or response, we have no liability for a failure to perform the Services where it is affected by your delay in response or supply of incomplete or incorrect information.

22.6 Referrals: We may provide you with contact details of third party specialists. This is not a recommendation by us for you to seek their advice or to use their services. We make no representation or warranty about the third party advice or provision of services, and we disclaim all responsibility and liability for the third party advice or provision of services, or their failure to advise or provide services.

22.7 Availability: To the extent permitted by law, we exclude liability for:

(a) the Services being unavailable; and

(b) any Claims for loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation or any loss or damage relating to business interruption or otherwise, suffered by you or made against you, arising out of or in connection with your inability to access or use the Services or the late supply of Services, even if we were expressly advised of the likelihood of such loss or damage.

22.8 Disclaimers: To the extent permitted by law we disclaim all responsibility and liability for:

(a) products and services you purchase from third parties (or that are supplied/installed by third parties not appointed by us);

(b) faults, delays, or performance issues arising from electrical work, cabling, network infrastructure, internet service provider performance, or other works performed by third parties;

(c) any failure or reduced performance caused by third-party platforms, manufacturer firmware/software updates, discontinued products, or compatibility changes outside our control;

(d) issues caused by inaccurate, incomplete or late information, plans or instructions provided by you or third parties (including builders, architects, electricians, IT providers and other trades);

(e) damage caused to your property other than due to our negligent act or omission;

(f) any additional fees for matters that could not reasonably have been identified at the time of the Quote, which will be dealt with as a Variation under clause 7;

(g) personal injury caused to you or any third party other than due to our negligent act or omission;

(h) any faults in work performed by us that has been tampered with, serviced or worked on by a third party, to the extent the third-party work caused or contributed to the fault (see clauses 19.2 and 19.6);

(i) any damage caused where you have failed to provide us with plans as requested;

(j) variations in materials from any samples or online representations;

(k) any inaccuracies as a result of incorrect measurements or plans provided to us;

(l) any delays due to reasons out of our control, including but not limited to inclement weather and material supply delays and shortages;

(m) any damage due to exposure to the elements e.g. salt, wind, water, weather conditions, flash flooding etc.;

(n) any damage caused by animals and/or pests; and

(o) naturally occurring damage, ageing and discolouration.

22.9 Limitation: To the extent permitted by law, our total liability arising out of or in connection with the Services, however arising (including in contract, tort including negligence, equity or under statute), is limited, at our option, to re-supplying the relevant Services or refunding the amount you paid for the Services to which the claim relates, and in aggregate will not exceed the amounts paid by you under these Terms in the 12 months before the event giving rise to the liability. Our indemnity in clause 23.2 is subject to that aggregate cap. Nothing in this clause limits our liability for death or personal injury caused by our negligence, or for fraud, or excludes your Statutory Rights.

22.10 This clause will survive the termination of these Terms.

23. INDEMNITY

23.1 You are liable for and agree to indemnify, defend and hold us harmless against Claims brought by a third party against us, and associated expenses (including reasonable legal costs), to the extent resulting from:

(a) inaccurate, incomplete or misleading information provided by you to us;

(b) your breach of these Terms;

(c) any misuse of the Services by you, your employees, contractors or agents;

(d) damage to our Materials or installed works caused by you or third parties at the Site (including other trades) after delivery or installation; or

(e) your breach of any law or third party rights,

except to the extent the Claim is caused or contributed to by our negligence or breach of these Terms.

23.2 We are liable for and agree to indemnify, defend and hold you harmless against Claims brought by a third party against you, and associated expenses (including reasonable legal costs), to the extent resulting from:

(a) our breach of these Terms;

(b) our negligent acts or omissions in performing the Services; or

(c) our breach of any law or infringement of third party rights in connection with our provision of the Services,

except to the extent the Claim is caused or contributed to by your negligence or breach of these Terms.

23.3 A Party seeking indemnity must notify the other Party promptly of the Claim, must not admit liability or settle the Claim without the indemnifying Party's consent (not to be unreasonably withheld), must allow the indemnifying Party a reasonable opportunity to conduct or participate in the defence of the Claim, must cooperate at the indemnifying Party's reasonable cost, and must take reasonable steps to mitigate its loss. The Parties must otherwise co-operate with each other in the handling of disputes, complaints, investigations or litigation arising as a result of these Terms.

23.4 This clause will survive the termination of these Terms.

24. GENERAL

24.1 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.

24.2 Publicity: You consent to us photographing the completed installation and using images that do not identify the Site address or its occupants for our portfolio and marketing, including our own website and social media accounts, unless you notify us in writing that you decline or withdraw this consent (which you may do so at any time).

24.3 Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer, except to the extent caused by our negligence or our failure to use reasonable security measures.

24.4 GST: Unless expressly stated otherwise, all amounts payable under these Terms and the Quote are inclusive of GST (where applicable), and our invoices will identify the GST component. If the rate of GST changes, GST-inclusive amounts for Services not yet invoiced may be adjusted to reflect the change.

24.5 Relationship of Parties: These Terms are not intended to create a relationship between the Parties of partnership, joint venture, or employer-employee.

24.6 Assignment: These Terms are personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld). This clause does not prevent the transfer of the licence in clause 12.4 to a subsequent owner or occupier of the Site.

24.7 Severance: To the extent permitted by law, if any provision (or part of it) under these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.

24.8 Force majeure: Neither Party will be liable for any delay or failure to perform its obligations under these Terms (other than an obligation to pay money) if the delay or failure is due to circumstances beyond its reasonable control, provided the affected Party promptly notifies the other Party and uses reasonable endeavours to mitigate the effect. If the event continues for more than 60 days, either Party may terminate these Terms on written notice, and you must pay for Services performed and Materials ordered or acquired up to the date of termination in accordance with clause 20.5.

24.9 Notices: Any notice required or permitted to be given by either Party to the other under these Terms will be in writing addressed to the relevant address in the Quote. Any notice may be sent by standard post or email. Notices sent by post will be deemed to have been served on the expiry of 48 hours after posting. A notice sent by email is taken to be received at the time the email is sent, unless sent after 5.00pm or on a non-Business Day at the recipient's location, in which case it is taken to be received at 9.00am on the next Business Day, provided no automated delivery failure notification is received.

24.10 Jurisdiction and applicable law: These Terms are governed by the laws of New South Wales and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales.

24.11 Entire agreement: These Terms and any document expressly referred to in them represent the entire agreement between the Parties and supersede any prior agreement, understanding or arrangement between the Parties, whether oral or in writing.

24.12 Special Conditions: The Special Conditions will prevail to the extent of any inconsistency with these Terms.

24.13 Electronic execution: These Terms and any Quote may be accepted and signed electronically, and electronic signatures and acceptances are binding in accordance with the Electronic Transactions Act 2000 (NSW).

24.14 Change of details: You must give us at least 14 days' written notice of any change in your ownership, name, trustee, or contact details. You are liable for any loss we incur due to your failure to do so.

24.15 Support plans: If the Quote includes an ongoing support, maintenance or monitoring plan, the additional terms in the applicable support plan schedule apply to that plan and form part of the Agreement, sitting after the documents in clause 2.3(b) and before these Terms in the order of precedence.

24.16 Version and currency: These Terms are issued in numbered and dated versions. The version of these Terms that applies to the Agreement is the version current at the date of the Quote (as identified in the Quote or, failing that, the version published on our website at that date). That version continues to apply for the duration of the Agreement notwithstanding any later amendment or replacement published by us, and amended versions apply only to Quotes issued after publication.

25. DEFINITIONS

25.1 Agreement means the agreement between you and us comprised of the Quote, these Terms and the Project Documents (if any).

25.2 Business Day means a day which is not a Saturday, Sunday or bank or public holiday in New South Wales, Australia.

25.3 Call Out Fees means the call out fees (if any) set out in the Quote.

25.4 Claim/Claims includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute, whether indirect, incidental, special and/or consequential, and whether involving a third party or a Party to the Terms or otherwise.

25.5 Confidential Information includes confidential information about you, your credit card or payment details, and the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, technology, and other information of either Party whether or not such information is reduced to a tangible form or marked in writing as "confidential".

25.6 Demarcation Document means any demarcation, interface, responsibility matrix or similar document (if any) referred to in the Quote that identifies the boundaries between our work and the work of others.

25.7 Deposit means the deposit (if any) set out in the Quote.

25.8 Expenses means the expenses (if any) set out in the Quote.

25.9 Fees means the fees set out in the Quote.

25.10 GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations.

25.11 Hourly Rates means the hourly rates set out in clause 3.13, unless different rates are set out in the Quote, in which case the rates in the Quote apply.

25.12 Intellectual Property includes any and all present and future rights to intellectual and industrial property throughout the world, and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), patents, improvements, registered and unregistered trademarks, designs, any corresponding property rights under the laws of any jurisdiction, discoveries, circuit layouts, trade names, trade secrets, secret processes, know-how, concepts, ideas, information, processes, data or formulae, business names, company names or internet domain names, and any Confidential Information.

25.13 Materials means any equipment, hardware, devices, components, parts, licences or other goods supplied by us (or ordered by us on your behalf) in connection with the Services.

25.14 Moral Rights means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).

25.15 Party and Parties means a party or parties to these Terms.

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

25.17 Practical Completion has the meaning given in clause 6.1.

25.18 Project Documents means any Scope Document and Demarcation Document referred to in the Quote.

25.19 Quote means the quote (including any special conditions, scope, inclusions/exclusions, parts lists and attachments) to which these Terms are attached or which otherwise incorporates these Terms by reference.

25.20 Requirements means any instructions, directions, care guidelines or other instructional information provided to you by us.

25.21 Scope Document means any scope of works, dot-point scope, inclusions/exclusions list, specification, drawing, marked-up plan or similar document (if any) referred to in the Quote.

25.22 Services means the services described in the Quote and the Project Documents, together with any Variations.

25.23 Site means the site, premises or location where the Services are to be performed (as described in the Quote or otherwise notified by you to us in writing).

25.24 Special Conditions means the special conditions, if any, detailed in the Quote.

25.25 Terms means these terms and conditions.

25.26 Variation means:

(a) amended or additional services notified by us to you as necessary, including but not limited to changes to the Quote, Services, Fees or Expenses; or

(b) amended or additional services as requested by you.