Enablo Customer Terms

1. These customer terms (Terms) apply to each Order for Supplies.
2. The categories of Supplies are:
   1. Resold Products – Third Party Products that Enablo sells access to,
      such as Workplace from Meta or Google Workspace;
   2. Enablo Services – services provided by Enablo, such as
      implementation and support; and
   3. Enablo Products – products provided by Enablo, such as the Enablo
      bots.
3. References to Supplies are to the Resold Products, Enablo Services and
   Enablo Products set out in the relevant Order.
4. Each Order will set out the Supplies that the Customer agrees to acquire from Enablo.
5. Supplies are provided by Enablo on a non-exclusive basis.

1. Depending on the Resold Products that Enablo agrees to supply to the Customer in an Order,
   the Customer will be required to accept Additional Terms. Any Additional Terms will be
   indicated in the relevant Order.
2. Depending on the Resold Products that Enablo agrees to supply to the Customer in an Order,
   the Customer will be required to enter into an Additional Agreement with the Relevant
   Supplier and remain bound by that Additional Agreement throughout the applicable Supply
   Period. Any Additional Agreement will be indicated on the relevant Order.
3. Any Additional Agreement entered into by the Customer with a Relevant Supplier is between
   the Customer and that Relevant Supplier, and not Enablo. To the extent permitted by law,
   Enablo has no liability under an Additional Agreement.

1. Where an Order includes Enablo Services, the parties may agree a statement of work that will
   form part of that Order.
2. Enablo must provide any Enablo Services with due care and skill.
3. Enablo will use reasonable endeavours to provide any Enablo Services by the applicable
   Delivery Date.
4. Enablo will not be responsible for any failure to provide the Enablo Services where any
   assumptions stated in the Order are not met.

If an Order includes Enablo Products then the terms of Enablo EULA apply to the
Customer’s use of those Enablo Products.

1. Some Supplies are provided over specific periods of time. If this is the case, the relevant
   Order will specify:
   1. the Commencement Date for the relevant Supply; and
   2. the initial period over which that Supply will be provided (Initial
      Period).
2. Where indicated in an Order, following the Initial Period, that Supply will continue to be
   provided for one or more renewal periods of a duration equal to that of the Initial Period
   (each, a Renewal Period), unless the relevant Order is terminated earlier
   in accordance with the terms of that Order or these Terms (Supply Period).
3. At least 30 calendar days’ prior to the expiry of the Initial Period or then-current Renewal
   Period (as applicable), either party may notify the other that it does not wish for the
   Order to be renewed and in that event, the Order will expire at the end of the Initial
   Period or then-current Renewal Period (as applicable).
4. The Customer will be invoiced for any Renewal Period.

The Customer must:

1. use the Supplies in accordance with all applicable laws;
2. not use the Supplies:
   1. in breach of these Terms (including any Order and Additional Terms);
   2. in breach of any Additional Agreement;
   3. for any purpose other than its internal business purposes;
   4. to engage in fraudulent or illegal behaviour, or in a way that the Customer knows or
      ought to reasonably know, infringes any third party’s Intellectual Property Rights;
   5. to transmit, publish or communicate material that is pornographic, defamatory,
      offensive, abusive, indecent, menacing or unwanted; or
   6. to circumvent any security measures, or to gain unauthorised access to or interfere
      with any third party’s online resources or systems including any form of hacking,
      and
3. ensure that its Personnel comply with subclauses 2.5(a) and 2.5(b) above.

1. The Customer must:
   1. give Enablo all Customer Material, information and assistance reasonably necessary
      to enable Enablo to provide the Supplies;
   2. promptly perform any Customer Responsibilities to enable Enablo to supply the
      Supplies in an efficient and timely manner; and
   3. cooperate with Enablo and act reasonably in connection with its receipt of the Supplies.
2. The Customer acknowledges and agrees that if the Customer does not comply with clause
   2.6(a):
   1. Enablo may not be able to provide the Supplies to the Customer; and
   2. Enablo is not responsible or liable for any failure to provide the Supplies to the
      extent that failure arises form a failure by the Customer to comply with clause
      2.6(a).
3. The Customer warrants that it is not subject to EU, US or other trade sanctions or economic
   restrictions.

1. The Customer must pay all applicable Fees and Expenses to Enablo.
2. Fees and Expenses may be payable on a fixed price basis or a time and materials basis. If an
   Order states that the Fees and Expenses are an estimate only, the Customer acknowledges and
   agrees that the Fees and Expenses charged for the Supplies will be based on Enablo’s
   estimate, however the final Fees and Expenses may be more or less than that estimate.

1. Enablo must invoice the Customer for the Fees, Expenses and any other amount payable by the
   Customer to Enablo in accordance with these Terms and any Order.
2. The Customer must pay an invoice issued by Enablo, without set-off, by the date specified on
   the invoice, or otherwise within 30 days after the date of issue of the invoice (unless
   otherwise agreed in an Order).
3. The Customer shall pay Enablo electronically to Enablo’s bank account or by any payment
   method reasonably stipulated by Enablo. No payment shall be considered paid until it is
   received in cleared funds by Enablo.
4. The relevant Order will stipulate the currency in which payment will be made.
5. Where permitted by law, Customer must pay any merchant fees, bank fees and currency
   conversion fees associated with its payment.

the Customer is late in paying any part of any monies due to Enablo, Enablo may
(without prejudice to any other right or remedy available to it whether under these Terms or an
Order or by any statute, regulation or by-law) do any or all of the following:

1. charge Interest on the amount due but unpaid and on amounts that have been disputed where
   the dispute has been resolved in Enablo’s favour from time to time from the due date until
   payment (after as well as before judgment); and
2. suspend the Supplies pursuant to clause 8.4(a)(v).

1. Enablo retains ownership of all Intellectual Property Rights subsisting in all Enablo
   Materials and Deliverables.
2. Any modification or enhancement to any Enablo Material or Deliverable is deemed to form part of the Enablo
   Materials or Deliverable (as applicable) and all Intellectual Property Rights in such modification or
   enhancement vest in Enablo immediately from creation.
3. Enablo grants to the Customer:
   1. a perpetual, non-exclusive, non-assignable, non-sublicensable, global licence to use
      the Intellectual Property Rights in the Deliverables and any Enablo Materials that form part of a
      Deliverable, solely for the purpose of enjoying use of that Deliverable for the
      Customer’s internal business use; and
   2. for as long as the Enablo Services are provided, a non-exclusive, non-assignable,
      non-sublicensable, global licence to use the Intellectual Property Rights in any
      Enablo Materials that form part of the Enablo Services, solely for the purpose of
      enjoying those Enablo Services for the Customer’s internal business use.
4. Enablo warrants that use of the Enablo Material by the Customer in accordance with these
   Terms and any Order will not infringe any third-party rights (including Intellectual
   Property Rights).

1. The Customer or its licensors (as applicable) retains ownership of all Intellectual Property
   Rights subsisting in all Customer Materials.
2. Any modification or enhancement to any Customer Material is deemed to form part of the
   Customer Materials and all Intellectual Property Rights in such modification or enhancement
   vest in the Customer immediately from creation.
3. For as long as the Supplies are provided, the Customer grants to Enablo a non-exclusive,
   global licence to use, reproduce and modify the Customer Material solely for purposes of
   Enablo providing the Supplies to the Customer and otherwise performing its obligations under
   these Terms and the relevant Order. This licence includes the right to sublicense.
4. The Customer warrants that use of the Customer Material by Enablo in accordance with these
   Terms and the relevant Order will not infringe any third-party rights (including
   Intellectual Property Rights).

Unless otherwise set out in an Order, any Developed Material is owned by
Enablo, and to the extent Developed Material does not automatically vest in Enablo, the Customer
assigns all Intellectual Property Rights in or in relation to any Developed Material to Enablo.

Unless the Customer informs Enablo otherwise,
the Customer grants Enablo the right to use the Customer’s name, logo, trade marks, branding and
any materials created for the Customer by Enablo in Enablo’s promotional and marketing material
from time to time.

Each party must only use or copy the other party’s
Confidential Information for the purposes of these Terms and the relevant Order and must take
all steps reasonably necessary to:

1. maintain the confidentiality of the other party’s Confidential Information;
2. ensure that any person who has access to Confidential Information of the other party through
   it or on its behalf does not use, copy or disclose that Confidential Information other than
   in accordance with these Terms; and
3. enforce the confidentiality obligations required by these Terms.

1. Each party must not disclose the Confidential Information of the other party to any person
   except:
   1. to its Personnel who need to know the Confidential Information, for the purposes of
      these Terms and the relevant Order only;
   2. where the disclosure is required by applicable law, or under compulsion of law by a
      court or Government Agency or by the rules of any relevant stock exchange or
      regulator, as long as the disclosing party:
      1. discloses the minimum amount of Confidential Information required to satisfy
         the law or rules; and
      2. before disclosing any information, gives a reasonable amount of notice to
         the other party and takes all reasonable steps (whether required by the
         other party or not) to maintain such Confidential Information in confidence;
   3. if the other party has given its consent to the disclosure or use; or
   4. as expressly permitted by these Terms.
2. Before disclosing Confidential Information to a person, the disclosing party must take
   reasonable steps to ensure that the person is aware of the confidential nature of the
   Confidential Information and is bound by confidentiality obligations that are substantially
   similar to those set out in these Terms.

1. Subject to clause 5.3(b), each party must return (or, if requested by the other party,
   destroy or permanently de-identify) all copies of the other party’s Confidential Information
   in its possession or control within 14 calendar days of expiry or termination of the
   relevant Order.
2. If a party needs to retain the other party’s Confidential Information for the purpose of:
   1. complying with any applicable law;
   2. litigation;
   3. internal quality assurance and record-keeping; or
   4. performing its obligations or exercising its rights under these Terms and the
      relevant Order,

   then it may retain and use it solely for this purpose but must deal with the Confidential
   Information in accordance with clause 5.3(a) promptly after it is no longer required for
   this purpose.

The obligations of confidence in clauses 5.1 and 5.2 do not apply to Confidential
Information:

1. that is provided to a Relevant Supplier by Enablo in connection with Enablo fulfilling an
   obligation under these Terms or an Order;
2. that is in the public domain otherwise than as a result of a breach of these Terms and the
   relevant Order or other obligation of confidence; or
3. that is already known by, or rightfully received, or independently developed, by the
   recipient of that Confidential Information free of any obligation of confidence.

If and to the extent Enablo collects, stores, uses, discloses or otherwise
deals with Customer Personal Information, Enablo must only collect, store, use, disclose or
otherwise deal with Customer Personal Information:

1. in accordance with applicable Privacy Laws; and
2. only as required for the purposes of providing the Supplies or as otherwise expressly
   permitted under these Terms.

1. The Customer must comply with the Privacy Laws when handling any Personal Information
   provided or made available to it by or on behalf of Enablo.
2. If Customer Personal Information is made available to Enablo, the Customer must make all
   disclosures and obtain all consents required to ensure that:
   1. the Customer is lawfully (including without breaching the Privacy Laws) able to
      provide, disclose or make available the Customer Personal Information to Enablo and
      its Personnel and any Relevant Supplier; and
   2. Enablo and any Relevant Supplier are lawfully (including without breaching the
      Privacy Laws) able to collect, store, use, disclose or otherwise deal with the
      Customer Personal Information for the purposes of providing the Supplies and
      otherwise performing its obligations under these Terms and the relevant Order (and
      any Additional Agreement, as applicable) and as described in its privacy policy.
3. Where the Customer provides Enablo with access to Customer Personal Information by way
   Workplace from Facebook, Asana, Google Workspace (or similar), the Customer is
   always in control of Enablo’s level of access. The Customer is responsible for revoking that
   access when it is no longer needed.

Subject to clauses 7.2, 7.3, 7.4 and 7.5, the aggregate liability of a
party for all Loss suffered by the other party in connection with an Order (including where
arising under these Terms) is limited to the total Fees paid or payable by the Customer in
connection with that Order.

To the extent permitted by law the liability of a party under or in
connection with these Terms and the relevant Order will be reduced proportionately by the
extent, if any, to which a breach of the relevant Order or these Terms by, or the negligent acts
or omissions of, the other party (or its Personnel) caused or contributed to the relevant Loss
suffered or incurred by the other party.

1. Subject to clauses 7.4 and 7.5, neither party is liable for any Consequential Loss however
   caused (including by the negligence of a party or its Personnel), suffered or incurred in
   connection with these Terms or an Order; and
2. Subject to clauses 7.4, Enablo is not liable for Loss arising in connection with any failure
   in, fault with or degradation of the Supplies if that failure, fault or degradation is
   attributable to or caused by a failure of the facilities or services of any third party.
3. Subject to clauses 7.4, Enablo has no liability in relation to Resold Products other than to
   the extent set out in the Additional Terms.

If the Competition and Consumer Act 2010 (Cth) or any other
legislation states that there is a guarantee in relation to any good or service supplied by
Enablo in connection with an Order or these Terms, and Enablo’s liability for failing to comply
with that guarantee cannot be excluded but may be limited, clauses 7.1 and 7.3 (and any
inconsistent limitation or exclusion expressed elsewhere in these Terms or the Order) do not
apply to that liability and instead Enablo’s liability for such failure is limited to (at the
election of Enablo), in the case of a supply of goods, Enablo replacing the goods or paying the
cost of having the goods repaired or replaced or supplying equivalent goods or repairing the
goods, or in the case of a supply of services, Enablo supplying the services again or paying the
cost of having the services supplied again.

Subject to clause 7.2, the parties agree that the limitations and
exclusions of liability set out in these Terms do not apply where a party’s liability arises
from:

1. death of, or personal injury to, any person that is caused by that party or its Personnel;
2. loss of, or damage to, tangible property that is caused by that party or its Personnel;
3. any breach of a confidentiality obligation set out in these Terms by that party or its
   Personnel;
4. any breach of a privacy obligation set out in these Terms by that party or its Personnel;
5. any unlawful or fraudulent act or omission of that party or its Personnel;
6. in the case of the Enablo’s liability, a breach by Enablo or its Personnel of the warranty
   in clause 4.1(d); or
7. in the case of the Customer’s liability, a breach by the Customer or its Personnel of the
   warranty in clause 4.2(d).

If:

1. a party (the first party) commits a breach of these Terms, an Additional
   Agreement or any Order that has a material and adverse effect on the other party, and fails
   to remedy that breach within 10 days of receiving notice from the other party requiring the
   first party remedy that breach (where capable of remedy); or
2. an Insolvency Event occurs in relation to the first party,

then the other party may terminate the relevant Order (in the case of 8.1(b) above, subject to
any provision of the Corporations Act 2001 (Cth) or any related subordinate legislation
that may prevent or restrict the exercise of a right of termination or other right under these
Terms and the relevant Order) by notice to the first party in which case the relevant Order will
terminate on the date specified in that notice or, if no date is specified, immediately.

1. On termination or expiry of an Order:
   1. Enablo will cease to provide the Supplies under that Order;
   2. accrued rights or remedies of a party are not affected;
   3. the Customer will pay to Enablo all Fees in connection with Supplies;
   4. the Customer will pay to Enablo all Expenses incurred in connection with that Order;
   5. except as expressly specified otherwise in these Terms or that Order, all licences
      and similar rights granted, cease to be granted immediately; and
   6. within a reasonable period of time after termination or expiry of the Order, the
      Customer must return to Enablo all Enablo Materials and Enablo must return to the
      Customer all Customer Materials, in each case, in connection with that Order.
2. If Enablo ceases to be able to supply access to Resold Products, Enablo will use reasonable
   endeavours to migrate the Customer to a direct relationship with the relevant third-party
   supplier.

Termination or expiry of an Order will not affect clauses 4, 5, 6, 7, 8.2, 9, 10 and this
clause 8.3, or any provision of these Terms which is expressly or by implication intended to
come into force or continue on or after the termination or expiry.

1. Without limiting any other remedy Enablo may have under these Terms or at law, Enablo may
   suspend the Customer’s access to the Supplies if:
   1. the Customer breaches this agreement;
   2. the Customer breaches any Additional Agreement;
   3. a Relevant Supplier terminates its Additional Agreement with the Customer or refuses
      to enter into an Additional Agreement with the Customer;
   4. a Relevant Supplier terminates its agreement with Enablo;
   5. the Customer has not paid Enablo the Fees and Expenses in accordance with these
      Terms or the relevant Order, provided that Enablo shall first have given to the
      Customer at least seven days’ notice that the Supplies would be suspended if the
      outstanding sums are not paid in full;
   6. Enablo receives a notice from a third party with a legitimate interest to be
      protected (including any regulatory body) requiring Enablo to cease providing the
      Supplies to the Customer or remove any content the Customer is making available
      through the Supplies. Subject to any contrary legal requirements, Enablo shall
      provide the Customer with a copy of the notice.
2. Enablo will restore the Customer’s access to the Supplies as soon as reasonably possible
   once the reason for the suspension has been addressed or removed.
3. If Enablo suspends the supply of any Supply for a period of 15 Business Days or more, it may
   by written notice to the Customer, immediately terminate the Order (in whole or in part)
   that relates to the suspended Supply.

1. Any dispute that is not resolved within 90 days of the dispute arising must be referred to
   and finally resolved by arbitration in accordance with the arbitration rules of the
   Australian Centre for International Commercial Arbitration (known as ACICA Arbitration
   Rules).
2. Notwithstanding anything in this clause 9, a party may at any time commence court
   proceedings in relation to a dispute or claim arising in connection with these Terms or the
   relevant Order where that party seeks urgent interlocutory relief.

1. The parties agree that
   1. the seat of the arbitration will be Brisbane;
   2. the number of arbitrators will be one; and
   3. the language of the arbitration will be English.

Any award made in respect of arbitration conducted pursuant to this clause
9 will be final and binding upon the parties.

Terms used in this clause 12 that are defined in the GST Act have the meaning given to
them in the GST Act.

Except under clause 12, the consideration for a Supply made under or in connection
with an Order or these Terms does not include GST.

If a Supply made under or in connection with an Order or these Terms is a Taxable
Supply, then at or before the time any part of the consideration for the Supply is payable:

1. the Recipient must pay the GST Act Supplier an amount equal to the total GST for the Supply,
   in addition to and in the same manner as the consideration otherwise payable under an Order
   or these Terms for that Supply; and
2. the GST Act Supplier must give the Recipient a Tax Invoice for the Supply.

For clarity, the GST payable under clause 12.3 is correspondingly increased or
decreased by any subsequent adjustment to the amount of GST for the Supply for which the GST Act
Supplier is liable, however caused.

If either party has the right under an Order or these Terms to be
reimbursed or indemnified by another party for a cost incurred in connection with these Terms or
the relevant Order, that reimbursement or indemnity excludes any GST component of that cost for
which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its
Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax
Credit (if any).

Where a Tax Invoice is given by the
GST Act Supplier, the GST Act Supplier warrants that the Supply to which the Tax Invoice relates
is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the
Australian Taxation Office.

Where a Supply made under or in connection with an Order or these
Terms is a Progressive or Periodic Supply, clause 12.3 applies to each component of the
Progressive or Periodic Supply as if it were a separate Supply.

1. If there is any inconsistency between the provisions of this agreement, a descending order
   of precedence will be accorded to:
   1. any Additional Terms incorporated into this document in accordance with clause 2 (in
      relation to the relevant Product or Service only);
   2. these Terms; and
   3. any Order;

   so that the provision in the higher ranked document, to the extent of the inconsistency,
   will prevail.

2. The parties agree that any standard terms, purchase order terms or similar that are provided
   or made available by the Customer will have no legal effect.

Unless expressly stated otherwise in these Terms, the rights and remedies under
any indemnity or otherwise provided under these Terms are cumulative and not exclusive of any
rights or remedies provided by law or any other right or remedy.

An Order may only be amended or varied by written agreement between the parties.

Any rights or obligations of the Customer that arise out of or under an
Order or these Terms are not assignable or able to be novated or otherwise dealt with by the
Customer without the prior written consent of Enablo.

1. These Terms and the relevant Order supersede all previous agreements about its subject
   matter. These Terms and the relevant Order embodies the entire agreement between the
   parties.
2. To the extent permitted by law, any statement, representation or promise made in any
   negotiation or discussion is withdrawn and has no effect except to the extent expressly set
   out or incorporated by reference in these Terms and the relevant Order.
3. Each party acknowledges and agrees that it does not rely on any prior conduct or
   representation by the other party in entering into an Order and these Terms.

The Customer must do all things necessary to give effect to an Order and these
Terms and the transactions contemplated by it. Without limiting the foregoing, during the Supply
Period, the Customer will make available to Enablo adequate information and facilities necessary
to perform the Supplies.

1. The laws of Queensland, Australia govern each Order and these Terms.
2. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of
   Queensland, Australia and courts competent to hear appeals from those courts.

A clause or part of a clause of an Order or these Terms that is illegal or
unenforceable may be severed from that Order or these Terms (as applicable) and the remaining
clauses or parts of the clause of the relevant Order or these Terms continues in force.

1. Enablo may subcontract the performance of all or any part of its obligations under an Order
   or these Terms. Enablo remains liable for the acts and omissions of its subcontractors, as
   if they were its own acts and omissions.
2. For the avoidance of doubt, in relation to Resold Products, the Relevant Supplier is not
   Enablo’s subcontractor where the Customer and the Relevant Supplier enter into an Additional
   Agreement.

In an Order and these Terms: