Terms and Conditions for Quotation

Recitals

A. These are the terms and conditions under which Geeks On Tap Pty Ltd (ABN 99 160 583 504) will provide to the Client certain Products and professional services.

B. Geeks on Tap is engaged in the business of providing Information Technology services and consulting and are specialist "Cloud Service Providers".

C. Geeks on Tap is an independent, non-exclusive, authorised reseller of services in Australia to end use customers. Geeks on Tap is not a representative or agent of Google. No representation made by Geeks on Tap, either express or implied, may constitute a representation of Google.

D. Subject to the above, the role of Google is a data controller. The role of Geeks on Tap is as a reseller. Geeks on Tap is obligated and undertakes to comply with Google Apps API Terms, the Privacy Policy and Privacy Notice of Google.

E. Geeks on Tap is bound to provide services in accordance with the service level agreement of Google. The Client is only entitled to any remedies specified in the service level agreement.

F. The Services may include, but are not limited to, Business Consulting, Technology Consulting, project management, online marketing programs assistance, 1st level IT support, Google Apps configuration, network performance optimisation, problem determination assistance, and other on-site and remote professional support services.

G. For each Service that Geeks On Tap agrees to perform, a Scope of Work ("SOW") will be implied from discussion or within service proposals, support proposals and/or quotations, and will set at minimum: (i) services supplied by Geeks on Tap; (ii) the description of the work; (iii) the rate card for services and a payment schedule.

H. Client will be deemed to have accepted the Terms and Conditions by: (i) submitting an online activation form; (ii) sending an authorising email or purchase order; (iii) signing a Geeks on Tap Proposal or service agreement; or (iv) providing quotations to Geeks On Tap.

I. Geeks on Tap may accept or reject the purchase order for any reason. Geeks on Tap will not be bound by any terms or conditions set forth on the Client's purchase orders.

1. Interpretation of this Agreement

"AUP" means the acceptable use policy for the Services available at geeksontap.com.au/policies-and-conditions.

"Agreement" means this written agreement, or any online services agreement or Terms and Conditions between Geeks on Tap pursuant to which Products or Services are provided to the Client.

"Confidential Information" means information disclosed by one party to the other that is marked confidential or, by its nature, might reasonably be supposed to be confidential. It does not include information that becomes public through no fault of the recipient, was independently developed by the recipient, or was lawfully given to the recipient by a third party.

"Client" refers to the entity to whom Geeks on Tap provides Services.

"Default Payment" means the non-payment of any invoice, or any part thereof, in accordance with the terms specified on that invoice.

"End Users" mean the Client's end users who use the Services.

"Intellectual Property Rights" means all copyright, moral rights, patent rights, trade marks, design right, rights relating to databases, rights relating to confidential information, rights in relation to domain names, and any other intellectual property rights throughout the world.

"Services" means collectively the professional products and services provided by Geeks on Tap to the Client, the Google hosted services known as "Google Apps for Business", and domain, webhosting and virtual server services for use by the Client under this Agreement.

"SOW" means 'Scope of Works', being this Agreement and other conduct amounting to an agreement as to the Products and Services to be provided by Geeks on Tap to Client.

2. Personnel / Services / Relationship of Parties

2.1 Personnel. Geeks on Tap will provide personnel suitably qualified and experienced with the applicable Products. Geeks on Tap may nominate affiliate personnel or a third party contractor to provide Services on its behalf.

2.2 Relationship of the parties. The relationship between Geeks On Tap and Client is that of independent contractors.

2.3 Geeks on Tap will provide services and treat client's personal information in accordance with the Google Privacy Policy and Privacy Notice.

2.4 Geeks on Tap will notify clients of the ways in which personal information will be processed and use personal information within the consent of the client.

2.5 Geeks on Tap may provide Google copies of Customer Agreements upon Google's request.

2.6 Client understands that the Services are standard hosted services provided by Google and other vendors, and that Google and other vendors may make changes to the services at no additional cost to Client.

3. Orders, Work Hours and Schedules

3.1 Purchase Orders. Client will submit a purchase order or sign a Geeks On Tap Proposal or Quotation for the Services as specified in the SOW.

3.2 Work Schedule. Unless otherwise specified in the SOW, Geeks On Tap will perform the Services during regular working hours, 8:30 a.m. to 5 p.m. Monday through Friday. Services outside these hours may incur additional charges.

3.3 Variations. If Client requests that Services be performed outside the SOW, additional charges will be incurred. A verbal or email request by the client for work outside of the SOW will be considered a binding variation.

4. Obligations of Client

4.1 Client Assistance. Client will provide Geeks On Tap with all assistance and information reasonably required for the performance of the Services in a timely manner. Geeks On Tap will not be liable for delays caused by any failure to provide such assistance.

4.2 Client Technical Contact. Client shall nominate an authorised representative to serve as the primary technical contact to work with Geeks On Tap while performing services.

4.3 Access to Client Facilities and Equipment. The Client agrees to provide Geeks On Tap with sufficient access to facilities and equipment to perform its obligations.

4.4 60 day obligation. The Client is obliged to allow Geeks on Tap to install and complete the SOW within sixty days of the date the works are ordered. The client agrees to pay the project cost in full if delays caused by the client extend beyond sixty days unless otherwise agreed in writing.

4.5 The Client will not resell, distribute, lease or allow another third party to use the Services.

4.6 The Client will ensure Services provided are for use within Australia. Any use outside this area requires the written consent of Geeks on Tap.

4.7 The Client will ensure they view the Google TOS and accept its terms before becoming entitled to use Services.

4.8 The Client shall not give any representation or warranty binding on Geeks on Tap in relation to the Services.

4.9 The Client will ensure compliance of any subcontractors, officers, directors and employees with the terms of this Agreement and with the Google TOS.

4.10 Confidentiality. Neither party will disclose the other's Confidential Information except to Group Companies, employees and/or professional advisors who need to know it and are bound to keep it confidential.

5. Payment Terms

5.1 General. Charges and the payment schedule for the Services will be as described in the Proposal. Invoices are due and payable either COD or within seven (7) days from the date of invoice.

5.2 Taxes. Charges stated are exclusive of all applicable taxes. Such additional charges shall be paid by Client.

5.3 Geeks on Tap may charge the Client for the provision of any services by Google within the scope of contractual or legal obligations between Geeks on Tap and the Client.

5.4 Default Payments. Geeks on Tap may suspend its performance or terminate this Agreement if Client is in Default Payment of any undisputed invoice for more than thirty (30) days. Default Interest is computed at 2% per annum above the base rate of Barclays Bank PLC from time to time.

5.5 All payments are due in Australian dollars unless otherwise indicated on the invoice.

5.6 Geeks on Tap is entitled to suspend services for failure to pay for Services.

5.7 Title to any Product supplied does not pass to Client until full payment has been received by Geeks on Tap.

5.8 Billing Inaccuracies. If billing inaccuracies are attributable to Geeks on Tap, Geeks on Tap will issue a credit memo specifying the incorrect amount in the affected invoice.

6. Personal Properties Securities Register

6.1 PPSA. The parties acknowledge that these Terms and Conditions constitute a security agreement for the purpose of the Personal Properties Securities Act 2009 (Cth). A security interest is taken in all Products previously supplied and all Products that may be supplied in the future by Geeks on Tap to the Client.

6.2 PPS Register. The Client must assist to complete the registration on the PPS Register of any financing statement in respect of the Products.

6.3 Waiver. To the extent permitted by law, the Client waives any rights to receive notices under Sections 121(4), 130, 132(4) and 135 of the PPSA.

7. Term / Termination

7.1 Term. The Term of this Agreement begins upon signature of both parties and continues for one (1) year from the Effective Date, or upon expiration of any SOW ordered prior to the expiration date. The Agreement may be extended for additional one (1) year terms by mutual written agreement.

7.2 Termination for Convenience. Either party may terminate this Agreement, without cause, on 60 days' prior written notice.

7.3 Termination for Cause. Either party may terminate this Agreement for cause if the other party fails to perform any material term or condition and does not remedy the failure within thirty (30) days; becomes insolvent; or discontinues carrying on business.

7.4 Termination for Suspension. If a suspension continues for longer than seven days, Geeks on Tap may terminate this Agreement with immediate effect.

7.5 Survival. Termination shall not relieve either party from obligations to pay any sums accrued prior to termination. All warranties and confidentiality provisions shall remain in effect for their stated duration.

7.7 Effect of Termination. Upon termination: all rights and licences granted will immediately cease; each party will return or destroy the other party's Confidential Information; all payments owed to Geeks on Tap become immediately due; and Client will inform any affected stakeholder that its relationship with Geeks on Tap has expired or terminated.

8. Proprietary Rights

8.1 Any computer hardware or software Product provided hereunder shall be provided subject to Geeks On Tap's (or any third party supplier's) standard terms and conditions for the sale or licence of such Product.

8.2 Intellectual Property Rights. Except as expressly stated otherwise in this Agreement, neither party will acquire any rights, title or interest in any of the Intellectual Property Rights belonging to the other party.

9. Warranty and Returns

9.1 Warranty. Geeks on Tap warrants to repair or replace defective Products not of acceptable quality within twelve (12) months from the date of purchase, provided the defect is not due to normal wear and tear, improper installation, negligent damage, accident, insect infestation, or modification.

9.3 Client may return Products within seven (7) days of the invoice date, provided they are new, unused and in their original undamaged packaging. Returns may be subject to a restocking fee.

9.5 Service Warranty. Services provided by Geeks on Tap will be fit for the particular purpose for which the Client makes known to Geeks on Tap.

9.7 Warranty Exclusive. To the fullest extent allowed by law, the foregoing warranty is exclusive and in lieu of all other warranties, terms, or conditions, express or implied. Geeks On Tap shall not be responsible for loss or recovery of Client data. It shall be the responsibility of Client to provide adequate backup of data.

10. Licences

10.1 All third party software is provided subject to the licence agreement provided as part of the Product package documentation. Client agrees to be bound by the licence agreement once the package is opened or upon delivery by Geeks On Tap.

11. Limitation of Liability

11.1 Geeks On Tap's liability to Client hereunder, if any, shall in no event exceed the total of the amounts paid to Geeks On Tap by Client relating to the service giving rise to the liability.

11.2 In no event shall Geeks On Tap be liable for any special, incidental, or consequential damages of any kind, or for loss of profits, loss of business or goodwill, loss of use or of data, or interruption of business.

11.3 Risk of loss of equipment will pass to Client upon delivery of ordered Product. Until goods are paid for in full, Client must insure the goods at their cost, naming Geeks on Tap as a loss payee, for full replacement cost against all risk.

12. General

12.1 Entire Agreement. This Agreement together with proposal, SOW and quotation, is intended as the complete statement of the terms of the agreement between the parties.

12.2 Force Majeure. If either party is prevented from carrying out any of its obligations due to any circumstance beyond its reasonable control, the party affected shall be excused from performance for the duration of such preventing circumstance.

12.3 Notices. Any notice regarding non-performance, breach, termination, or renewal shall be given in writing and shall be hand delivered or sent by registered mail or express delivery.

12.4 Waiver. A waiver of any default hereunder shall not be deemed to be a continuing waiver or a waiver of any other default or term.

12.5 Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the validity of the remaining provisions shall not be affected.

12.6 Assignment. Assignment of this Agreement is prohibited without the express written consent of the other party, except in connection with a merger or business combination.

12.7 Governing Law. This Agreement shall be governed by the laws of New South Wales. The courts of New South Wales shall have exclusive jurisdiction over all matters.

12.8 Dispute Resolution. The parties will attempt in good faith to resolve any dispute through negotiations between senior executives before resorting to other remedies. If unresolved within thirty (30) days, the dispute will be referred to non-binding mediation.

12.9 Legal Fees. In any legal action to enforce this Agreement, the prevailing party shall be awarded arbitration costs, court costs and reasonable solicitor's fees.

12.10 Amendments. This Agreement shall not be modified, amended, rescinded, cancelled or waived except by a written amendment signed by authorised representatives of both parties.