Purchase Order Terms & Conditions

In these Terms, "we", "us" or "our" means LIVA Telecom (or any of its Affiliates named as purchaser on the relevant Purchase Order), and "you" or "your" means the supplier of the Goods and Services identified in the Purchase Order. All capitalised terms have the meaning given in clause 17, unless otherwise defined in these Terms.

1.1 You agree to supply, and we agree to purchase, the Goods and Services specified in our Purchase Orders. 1.2 You agree that: (a) these Purchase Order Terms apply to your supply of the Goods and Services, unless a separate written supply agreement has been executed between you and us for those Goods or Services, in which case that agreement applies; and (b) any other terms or conditions of supply (including any limitation of liability) contained in, or referred to in, your quotation, proposal or other supply documentation do not apply. 1.3 Your acceptance of a Purchase Order constitutes your agreement to all details of that Purchase Order, including these Terms.

2.1 (Goods) You warrant that the Goods, on delivery and for the Warranty Period: (a) comply with their Specifications; (b) are of merchantable quality and fit for their ordinary purpose; (c) are free from defects in workmanship, design and materials; and (d) comply with, and operate in accordance with, all Applicable Laws, including relevant Australian standards. 2.2 You further warrant that the Goods: (a) will be appropriately packed for transport to us; and (b) are supplied free from all third-party liens, charges, encumbrances and security interests. 2.3 (Services) You warrant that you will perform the Services: (a) in accordance with their description; (b) with due care and skill, in accordance with Good Industry Practice, and using personnel with appropriate qualifications and technical skills; (c) in compliance with all Applicable Laws and KPIs; (d) in a prompt and timely manner; and (e) in accordance with our reasonable directions, including any relevant policies and procedures notified to you, and our Gifts, Entertainment and Hospitality Policy. Each warranty in this clause applies at the date of performance and for the Warranty Period applicable to the Services. 2.4 In supplying the Goods and/or Services, you must act ethically and in a socially responsible manner consistent with what would reasonably be expected of an organisation of your size and nature. 2.5 (Supplier inputs) You must ensure you hold all licenses, permits and authorisations, and have all systems, equipment, resources and tools required to supply the Goods and Services. 2.6 (LIVA Telecom inputs) Subject to clause 2.5, we will provide any inputs reasonably necessary to enable you to supply the Goods and/or Services (including access to our Sites), and will ensure those inputs comply with all Applicable Laws.

3.1 Where you access our Sites to supply the Goods or perform the Services, you must comply with all relevant policies and procedures notified by us and take all reasonable measures to protect people and property. 3.2 If, while supplying the Goods or Services at a Site, your negligence, misconduct or failure to comply with these Terms causes death, personal injury or damage to tangible property, you indemnify us against all loss, liability, damage, cost or expense directly incurred by us as a result. We will act reasonably to mitigate any loss or damage.

4.1 You must supply all Goods by the Delivery Date and perform the Services at the times specified in the Purchase Order, including achieving Milestones by the relevant Milestone Dates. 4.2 You must promptly notify us of any delay and take all steps we reasonably require to minimise that delay.

5.1 If we notify you of any Defects in the Goods or Services during acceptance testing or the Warranty Period, you must promptly, at no cost to us, repair or replace Defective Goods and re-perform Defective Services, as we reasonably direct. 5.2 Without limiting our rights at law, if you fail to do so promptly, we may: In relation to Defective Goods: (a) return the Goods to you at your cost or require you to collect them, and you must refund the Price within five (5) Business Days; or (b) repair the Goods or engage a third party to do so, and you must reimburse our reasonable costs. In relation to Defective Services: (c) require a refund of the Price of the Defective Services; or (d) engage a third party to rectify the Defects, with reimbursement of our reasonable costs. 5.3 We may set off these costs against any amounts payable to you.

6.1 You must invoice us for the Price as specified in the Purchase Order, and we will pay the Price in accordance with that Purchase Order. 6.2 If no invoicing or payment terms are specified: (a) invoices for Goods may be issued on delivery; and (b) invoices for Services may be issued on successful completion, and payment will be made within 30 days after the end of the month in which a valid, undisputed invoice is received. 6.3 The Price includes all costs, expenses, duties and charges associated with supplying the Goods and Services, excluding GST or VAT. 6.4 Invoices must include sufficient detail to substantiate the Prices charged and any additional information reasonably requested by us. 6.5 (GST) Where GST or VAT applies, you must calculate and include it in your tax invoice, and we will pay the applicable amount. 6.6 Any reimbursable or indemnified costs exclude GST or VAT for which an input tax credit is available. 6.7 (Withholding tax) Where required by law, we may withhold tax from payments due to you, and payment to the relevant authority will discharge our obligation to that extent.

7.1 Title to the Goods passes to us on delivery to the address specified in the Purchase Order. 7.2 Risk passes in accordance with the Incoterm specified in the Purchase Order, or on a Delivered Duty Paid (DDP) basis if none is specified.

8.1 (Pre-existing IP) Each party retains ownership of its Pre-existing IP. 8.2 (Goods) You retain ownership of IP Rights in the Goods supplied as your Pre-existing IP. 8.3 (Deliverables) Subject to clause 8.1, you assign to us all IP Rights in Deliverables created in performing the Services. 8.4 Where your Pre-existing IP forms part of Deliverables or is required to use the Goods, you grant us a perpetual, royalty-free, non-exclusive licence to use and modify it for that purpose. 8.5 (Our Data) We own all IP Rights in Our Data. You may use Our Data solely to perform the Services. 8.6 (Trade marks) You must not use our trade marks or branding except with our prior written consent. 8.7 (IP infringement) You indemnify us for Third Party Claims arising from infringement caused by the Goods, Services or Deliverables. We indemnify you for Third Party Claims arising from infringement caused by Our Data. These indemnities are reduced to the extent of the indemnified party's contribution.

9.1 Each party's liability is capped as specified in this clause, subject to clause 9.2. 9.2 The liability cap does not apply to death, personal injury, property damage, IP infringement, confidentiality breaches, fraud or intentional misconduct. 9.3 Neither party is liable for Consequential Loss except where arising from misuse of IP Rights or Confidential Information. 9.4 Each party must take reasonable steps to mitigate loss. 9.5 You must maintain required insurances, including public liability, professional indemnity (where applicable) and workers compensation. 9.6 Evidence of insurance must be provided on request.

10.1 Each party must protect the other's Confidential Information. 10.2 Disclosure required by law is permitted subject to prior notice where possible. 10.3 You must comply with all Privacy Laws when handling Personal Information. 10.4 You must notify us of any Data Breach within 48 hours and cooperate fully.

11.1 Parties must attempt to resolve disputes through good-faith negotiation before commencing proceedings. 11.2 Proceedings may commence if unresolved after 30 days. 11.3 Urgent relief is not restricted.

12.1 Either party may terminate a Purchase Order on written notice for breach, persistent non-performance or insolvency. 12.2 For Services, Purchase Orders continue for their stated term unless terminated earlier. 12.3 On termination or expiry, Confidential Information must be returned and transition assistance provided.

13.1 Neither party is liable for delay caused by a Force Majeure Event. 13.2 Prompt notice and mitigation are required. 13.3 Termination is permitted after 30 days of continuation.

14.1 Accurate records must be maintained and made available for audit for at least two years.

15.1 You must ensure compliance with all Modern Slavery laws and maintain appropriate policies.

16.1 Independent contractor relationship. 16.2 No exclusivity. 16.3 Assignment requires consent. 16.4 Subcontracting requires consent. 16.5 No waiver by inaction. 16.6 Severability applies. 16.7 Interpretation rules apply. 16.8 Western Australia law governs. 16.9 UN Convention excluded. 16.10 Continuing obligations survive. 16.11 Notices deemed given as specified.

All definitions remain legally equivalent and are reworded only to reflect LIVA Telecom as the purchaser, without any change to meaning.