1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

3. The term of this Agreement (the "Term") will begin when the Client completes the payment details form and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the other Party.

5. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

6. This Agreement may be terminated at any time by mutual agreement of the Parties. In the event either party provides notice of termination in accordance with this agreement, and the next subscription payment falls due within the 30-day notice period, the Contractor shall be entitled to charge that payment in full. No further subscription fees will be charged following the expiry of the notice period, and all services shall cease at that time.

7. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars)

10. The Contractor will charge the Client for the requested Services at the agreed rates.

11. The Payment includes sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client and included in the Payment. Annual price increases will apply to all rates and subscriptions in July of each year, as a minimum using the current CPI rate or at the discretion of the Contractor in consultation and agreement with the Client.

12. In the event of contract termination or upon the Client's request for data extraction, the Client shall incur a fee covering Data Egress and Support Costs. This fee must be paid in full before the commencement of any data transfer or copying services. The fee compensates for the resources and assistance required to transfer or copy the client's data out of our systems. Detailed cost breakdowns and payment instructions will be provided at the time of service request.

13. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

14. All expenses must be pre-approved by the Client.

15. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

16. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.

17. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

18. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.

19. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

20. The ownership of Customer Data, including any Intellectual Property Rights in Customer Data, shall vest in the Client on creation. The Contractor has no right, title or interest in Customer Data except as specified in this clause. The Contractor must not use, access, modify or disclose Customer Data to any person except to its Personnel on a need-to-know basis to perform the Client Service Agreement or Contracts and in accordance with all Laws. The Contractor must comply with clause 21(a) and 21(b) and all applicable Laws in relation to Customer Data which is Personal Information. The Contractor must provide reasonable assistance to the Client on request to enable the Client to comply with laws, policies and standards applicable to the Client in relation to Customer Data including (without limitation) identification, labeling, searching, reporting, copying, retrieval and modification of Customer Data in relation to Personal Information, public records, right to information and information standards. On the Client's request the Customer Data shall be stored in a location as per the Client's requirements.

21. (a) If the Contractor collects or has access to Personal Information in order to perform the Contract, when performing this Contract the Contractor must

(b) The Contractor must:

22. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

23. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

24. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at their provided addresses; or to such other address as either Party may from time to time notify the other.

25. Each party has provided their Australian Business Numbers (ABN's).

26. Each party has provided their Australian Company Numbers (ACN's).

27. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, the accuracy of the captured data, the quality of GPS tracking history, network coverage issues, satellite coverage issues, missing history data, artificial intelligence failing to coach/alert machine operators, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

28. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

29. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

30. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

31. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

32. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

33. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

34. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

35. This Agreement will be governed by and construed in accordance with the laws of the State of Queensland.

36. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

37. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

38. The Contractor will provide a service level of 99% network uptime per month excluding Permitted Down Times for program availability.

39. A 30-day warranty / stabilisation period will be provided, during which any issues or defects will be addressed at no additional cost.