Vines I.T. Master Service Agreement

This Agreement establishes the terms and conditions under which Vines I.T. will provide products and Services to the client (the client). The Services to be performed, fees and other work particulars shall be more fully described in a Work Request or any other ordering device mutually agreed to by all parties. The Customer understands and acknowledges that Vines I.T. performance is dependent on Customer’s timely and effective performance of any Customer Responsibilities set forth in this Agreement and the applicable work request.

1.2 DEFINITIONS

In this Master Agreement:

“Affiliate” means in relation to a person, any person that Controls, is controlled by or is under common Control with that first mentioned person.

“Capped Price” means the maximum price payable by the client for all of the Products and Services to be provided by Vines I.T. under a Work Request, if so specified in that Work Request.

“Commencement Date” means the date identified as such in schedule 1.

“Confidential Information” means information in any form which is disclosed by a Party (Discloser) to the other Party (Recipient), or otherwise obtained directly or indirectly by the Recipient from or on behalf of the Discloser, that:

is by its nature confidential;
is designated by the Discloser as confidential;

“Material” means all materials/related materials, software and products

“Control” means the ability of a person to directly or indirectly control the management and/or policies of another person, including by ownership of voting securities or by contract.

“Consequential Loss” means any loss, not arising naturally, that is according to the usual course of things, from the relevant breach, whether or not such loss may reasonably be supposed to have been in the contemplation of both parties, at the time they made the contract, as the probable result of the relevant breach.

“Client Supplied Items” means the materials, resources and items specified as such in a Work Request and supplied by the client to Vines I.T.

“Data” means all of the data and information in whatever form, which is owned by or in the possession of the contractor including data and information which is, or is intended to be, stored in, processed by and retrievable from the computer systems operated by, or on behalf of, the client.

“Developed Software” means new software developed by Vines I.T. (if any) to meet the specifications of the client in relation to ongoing development of pre-existing client owned software, new programs or customization of open source third party software developed exclusively for the client as per a work request. Customizations and modification of software separately owned by Vines I.T. are excluded.

“Documentation” means the technical manuals, user manuals, operating manuals, and any other documentation relating to the use or operation of a Product or System (as applicable), as specified in a Work Request.

“Equivalent Services or Products” means services and products which are substantially similar to the Services and Products and which are provided on a comparable basis

“Fixed Price” means the total price payable for Products and/or Services to be provided by Vines I.T. under a Work Request, if so specified in that Work Request.

“Force Majeure Event” means an event:

(a) which is outside of the reasonable control of the Party claiming that the event has occurred; and

(b) the adverse effects of which could not have been prevented or mitigated against by that Party by reasonable diligence or reasonable precautionary measures, and includes natural disasters, acts of terrorism, riots, revolutions, civil commotion, or epidemic.

“Government Authority” means any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity whether domestic, foreign or international.

“Hardware” means the computer hardware, equipment and any other similar items as specified in a Work Request.

“Initial Term” means the period specified as such in schedule 1.

“Insolvency Event” means any one of the following:

(a) a person is or states that the person is unable to pay from the person’s own money all the person’s debts as and when they become due and payable;

(b) a person is taken or must be presumed to be insolvent or unable to pay the person’s debts under any applicable legislation;

(c) an application or order is made for the winding up or dissolution or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of a corporation;

(d) an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of a corporation or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within seven (7) days;

(e) a controller, as defined in the Corporations Act 2001 (Cth), is appointed in respect of any property of a corporation;

(f) a corporation is deregistered under the Corporations Act 2001 (Cth) or notice of its proposed deregistration is given to the corporation;

(g) a person presents a declaration of intention under section 54A of the Bankruptcy Act 1966 (Cth); or

(h) anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of a person.

“Intellectual Property Rights” means all rights generally falling within the scope of this term including copyright (including future copyright), trademark, design, patent, and circuit layout rights, rights in respect of trade secrets and other confidential information, all rights in any applications for or registrations of the foregoing, whether registered or unregistered (and whether registrable or not) and existing in Australia or elsewhere in the world.

“Laws” means all laws including rules of common law and equity, statutes, regulations, determinations, by-laws, ministerial directions, subordinate legislation, ordinances, mandatory codes, standards (including Australian Standards) and guidelines, writs, orders, injunctions and judgements and any Government Authority requirements.

“Master Agreement” means the following documents:

(a) the Special Conditions;

(b) the general terms and conditions in this document;

(d) any Work Requests; and

(e) any documents attached to or incorporated by reference in to any of the documents referred to in sub-paragraphs (a) to (d) above.

“Normal Business Day” means a day other than a Saturday, Sunday or public holiday in Australia.

“Parties” means the client and Vines I.T. and “Party” means the client or Vines I.T., as the case may be.

“Personal Information” means information or an opinion whether true or not, and whether recorded in a material form or not, about an identified individual, or an individual who is reasonably identifiable from the information or opinion.

“Personnel” of a Party means the directors, officers, employees, agents and individual sub-contractors of the Party and its Affiliates.

“Privacy Laws” means the Laws relating to the protection of Personal Information in force from time to time.

“Privacy Policy” means Vines I.T. privacy policy as updated from time to time by Vines I.T..

“Products” means the Software, Developed Software, the Works, the Hardware and the Documentation.

“Recurring Fee” means a recurring fee payable by the client in respect of products or services to be provided by Vines I.T..

“Services” means the services (if any) to be provided by Vines I.T. to the client.

“Service Level” means, in respect of a particular Service, the level and requirements (if any) which that Service is to meet or exceed.

“Sites” means the locations of clients / contractor sites at which Products or Services are to be supplied determined by Vines I.T. unless agreed between parties.

“Software” means the computer programs (if any) to be supplied to the client including the Standard Software, but excluding the Developed Software.

“Source Code” means:

(a) computer programs expressed in a source language or form which can be interpreted or compiled and then executed by a computer as commands; and

(b) all documentation, tools and data reasonably required to enable a person having commercially available computer programming skills to read, understand, modify, maintain and support such computer programs.

“Special Conditions” means additional terms and conditions as specified in the Annexure.

“Specifications” means the specifications for and the requirements in respect of the performance, output, function and operation of the Products, Systems and/or Services, as set out or referred to in a Work Request, and any other specifications and requirements as may be agreed in writing by the Parties.

“Standard Software” means any software which is readily available to the client on reasonable commercial terms.

“Work Request” means a document prepared and agreed in accordance with clause 8 or any other ordering device mutually agreed to by all parties and acknowledged as such.

“Subsequent Term” means the period specified as such in schedule 1.

“System” means the Hardware, the Developed Software and the Software (or combinations of parts of them) operating in combination as a complete system, if such operation is required by the Specifications.

“Third Party” means any person other than Vines I.T. and the client.

“Time and Materials Rates” means the time and materials rates payable by the client for the provision of Services under a Work Request, if so specified in that Work Request.

“Virus” means any files, programmes or code designed to affix themselves to, bury themselves within or send instructions to, other files, computers, or other programmes or programme code in order to disable, provide unauthorised access to or cause malfunctions, errors or destruction of any software, data, systems, networks, or other infrastructure.

“Warranty Period” in respect of a Product or System means the period specified as such in a Work Request, or if no period is specified, twelve months.

“Works” means all designs, drawings, documents, reports, computer programs, coding, text, images, sound recordings, video recordings, prototypes and any other items or things, whether in electronic form or otherwise, produced or created at any time by Vines I.T., or on Vines I.T.’s behalf, in relation to or as a result of the provision of the Services including the Developed Software (and the Source Code of the Developed Software), but excluding:

(a) any computer programs and Source Code comprised in the Software and any related Documentation; and

(b) Contractor Material.

1.3 CONSTRUCTION

In the context of this Master Agreement:

(a) the clause headings are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer;

(b) words importing the singular include the plural and vice versa;

(d) a reference to:

(i) a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;

(ii) a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;

(iii) any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as amended or replaced;

(iv) an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation;

(v) a right includes a benefit, remedy, discretion or power;

(vi) time is to local time in NSW

(vii) “$” or “dollars” is a reference to Australian currency;

(viii) this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the Parties;

(ix) writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions;

(x) a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this Master Agreement; and

(xi) any thing is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them;

(e) the words “includes” or “including” are not to be construed as words of limitation; and

(f) no rule of construction will apply to a clause to the disadvantage of a Party merely because that Party put forward the clause or would otherwise benefit from it.

APPOINTMENT AND NON-EXCLUSIVITY

2.1 The client appoints Vines I.T. as its contractor to provide the Products and the Services on the terms and conditions of this Master Agreement. Vines I.T. agrees to provide the Products and Services on the terms and conditions of this Master Agreement. Vines I.T. is an independent contractor, not the client’s agent, partner or joint venturer.

TERM

3.1 This Master Agreement begins on the Commencement Date and continues for the Initial Term unless terminated earlier in accordance with the terms and conditions of this document.

CO-OPERATION WITH THIRD PARTIES

4.1 If the client obtains any products or services from a Third Party, Vines I.T. will at all times during the term of the Agreement in connection with the performance of its obligations under a Work Request, in good faith, provide the client and that Third Party with reasonable cooperation and assistance as requested by the client in relation to any products or services supplied by that Third Party.

CLIENT SUPPLIED ITEMS AND CLIENT MATERIALS

5.1 To assist Vines I.T. in providing the Products and the Services, the client may provide the Supplied Items to Vines I.T.

5.2 Vines I.T. will use the Clients Materials solely for the purposes of providing the Products and the Services to the Client. Vines I.T. will not use the Client Materials for any other purpose and Vines I.T. will not licence, give, provide, display, assign, transfer or sell the Client Materials to any other person, or copy, reproduce or encumber the Client Materials or attempt or purport to do any of these things, except as otherwise permitted by Client in writing.

WORK REQUESTS

6.1 The Products and Services which the Client requires Vines I.T. to supply and provide will be specified in Work Requests which can take the form of support tickets, email request or any other form agreed by the parties. The client may request that Vines I.T. prepare, or assist in the preparation of Work Requests.

6.2 Each Work Request should contain at least the following as appropriate:

details of the Products and/or Services to be supplied and/or provided to the Client;
the Specifications for those Products and/or Services if known;
details of any Service Levels;
details relating to the Sites for the delivery and installation of the Products and/or the provision of the Services;
any other information that Vines I.T. should reasonable know.

6.3 Each Work Request will be governed by and subject to the terms and conditions of this Master Agreement. Unless expressly authorised by a provision of this Master Agreement, terms and conditions contained in a Work Request which purport to vary the terms and conditions of this Master Agreement will be of no effect. Where authorised terms and conditions are contained in Work Requests, those terms and conditions will form part of this Master Agreement.

PROVISION OF SERVICES AND PRODUCTS

7.1 Vines I.T. must:

(a) Ensure that the Services are provided in an efficient manner, to a high standard and to at least the relevant Service Levels;

(b) give a high priority to the clients requests and needs;

(c) observe, and ensure Vines I.T.’s Personnel observe, the client’s reasonable directions and requirements relating to the provision of the Services, including any procedures to be followed in providing the Services, if any are specified in a Work Request;

CONTRACTOR PERSONNEL

8.1 Vines I.T. will ensure that any Contractor Personnel are:

(a) properly qualified and/or experienced for the tasks they are to perform; and

(b) act in a proper and appropriate manner throughout the course of performance of the Services.

PRICE

9.1 Subject to the terms and conditions of this Master Agreement, the client will pay Vines I.T. for the Products and/or the Services:

the Fixed Price where a quote has been provided by Vines I.T. for a work request;
a fee based on Time and Materials Rates with no Capped Price in accordance with pricing schedule;
the Recurring Fee; or
a combination of the above as agreed from time to time,

9.2 Where a Work Request specifies Time and Materials Rates for the provision of Services Vines I.T. will provide details of time spent and materials used by Vines I.T. .

9.3 Reasonable out of-pocket expenses will be reimbursed and only those in respect of which Vines I.T. obtains the client’s Representative’s written consent before incurring the expense.

9.4 Vines I.T. may increase the Fees and the Time and Materials Rates annually at its discretion based on its assessment of market value.

PAYMENT AND TAXES

10.1 The client will make payment:

(a) Within 14 days from the date of Vines I.T.’s Tax Invoice

(b) All invoices for products and equipment sourced by Vines I.T. on behalf of the client will be paid in full before being ordered by Vines I.T..

10.2 Payment will be deemed to have been made at the time that the cleared funds are confirmed in Vines I.T.’s account.

10.3 Unless otherwise expressly stated in the applicable Work Request or quotation, all amounts payable are exclusive of GST.

10.4 Where a discount has been given on hourly rates for agreed weekly hours the client will pay the agreed hourly rate multiplied by the number of hours agreed as a set retainer each week or month as agreed. Where the number of hours exceed the agreed amount the client will continue to receive the discounted rate based on the type of work outlined in schedule 2, the scope of works. The rates for work outside of the agreed scope may be negotiated between the parties.

10.5 If the client wishes to reduce the retainer than the discounts set out in the schedule 1 will no longer apply.

WARRANTIES

11.1 Vines I.T. represents and warrants that:

the Hardware and materials provided in connection with the Hardware:

are new and have not been previously installed or used, except for the purpose of conducting factory testing; and
may be used without risk to health or safety;
are reasonably fit for the purposes for which they are supplied.

(b) the Services will be provided with due care and skill and in a timely and diligent manner and the Works and any other materials supplied in connection with the Services, including any media used for the storage of material in electronic form, will be fit for the purpose for which they are supplied and comply with all relevant Specifications;

(c) Vines I.T. will comply with all applicable Laws in supplying and providing the Products and Services (including without limitation, all applicable national, state and local environmental, privacy, health and safety laws and regulations)

11.2 Exclusion of All Other Warranties: With the exception of the warranties set out in clause 11 and to the full extent permitted by law, all other express or implied warranties, representations, terms and conditions regarding Services, Hardware and/or Software and their use or regarding the Agreement are hereby expressly excluded.

INTELLECTUAL PROPERTY RIGHTS

Contractor Material and Works

12.1 This Master Agreement does not affect any change in the ownership of any Intellectual Property Rights in Vines I.T. Materials.

12.2 The Parties agree that the Intellectual Property Rights in relation to Vines I.T. Material or works which are developed by or on behalf of Vines I.T. in the provision of the Services will be owned by Vines I.T. and shall form part of contractor Material.

12.3 Where any Contractor Material is provided to the client under this Master Agreement or is otherwise incorporated in any of the Products, Vines I.T. hereby grants to the client perpetual, irrevocable and non-exclusive licence to use that Contractor Material for the purpose of:

(a) using, operating, maintaining, and where agreed by Vines I.T. developing and modifying the Products and System for use in their organization for the purpose for which they were created; and

(b) completing any deliverables or work product provided by or on behalf of Vines I.T. under this Master Agreement (whether such items are incomplete as a result of termination or expiry of this Master Agreement or otherwise).

Third Party Materials

12.4 Prior to commencing to supply the Products and/or provide the Services, Vines I.T. must:

(a) advise the client of any Third Party licences or consents which Vines I.T. must obtain to enable Vines I.T. to provide the Products and/or the Services; and

(b) not enter into any licences or consents with Third Parties until Vines I.T. has obtained the client’s approval (in writing) of the terms and conditions of any such licences or consents.

Client Materials

12.5 This Master Agreement does not affect any change in the ownership of any Intellectual Property Rights in the Client Materials.

12.6 Vines I.T. must only use the client Materials in accordance with clause 5 and 7.

PERSONAL PROPERTY SECURITY ACT

13.1 In this clause 13:

(a) “Bailed Equipment” means Vines I.T. Supplied Items and any other items provided to the client under or in connection with this Master Agreement that are leased, hired or have not been paid for in full by the client;

(b) “PPSA” means the Personal Property Securities Act 2009 (Cth);

(d) “Relevant Collateral” means Collateral which is the subject of a Security Interest granted under this Master Agreement;

(e) “Short Term Bailment” means a bailment, lease or hiring of goods which is not a PPS Lease; and

(f) “Accession”, “Collateral”, “Inventory”, “PPS Lease”, “Proceeds”, “Secured Party” and “Security Interest” have the meaning given in the PPSA.

13.2 The Parties agree that:

(a) Vines I.T. may register any Security Interest granted under this Master Agreement on the PPS Register in any manner it chooses.

13.3 Contractor agrees to take such steps as Vines I.T. reasonably requires to perfect or otherwise ensure the enforceability and first ranking priority of any Security Interest granted to it under this Master Agreement.

13.4 The client agrees to ensure that unless otherwise agreed in writing by Vines I.T.:

(a) the Bailed Equipment does not become a fixture to any land;

(b) the Bailed Equipment does not become an Accession to other goods; and

(c) it takes such steps (at the clients cost) as contractor reasonably requires to prevent or remedy the affixation of the Bailed Equipment to any land or goods including by:

(i) procuring appropriate acknowledgements and consents from landlords, mortgagees and property owners; and

(ii) detaching, or procuring the detachment of, the Bailed Equipment from any land or goods to which it becomes attached.

13.5 The client warrants and undertakes that the Bailed Equipment is not, and will not during the term of this Master Agreement be, Inventory of the client.

13.6 To the extent that this Master Agreement gives rise to a Security Interest which secures payment or performance of an obligation, the Parties agree that for the purposes of section 115 of the PPSA, the following sections of the PPSA will not apply to any Relevant Collateral:

(a) section 95 (notice by Secured Party of removal of Accession);

(b) section 121(4) (notice by Secured Party of enforcement of Security Interest in liquid assets);

(d) section 130, to the extent that it requires Vines I.T. to give any notice to client (notice by Secured Party of disposal of Collateral);

(e) section 132(3)(d) (obligation of Secured Party to show amounts paid to other Secured Parties in statement of account);

(f) section 132(4) (statement of account by Secured Party if it does not dispose of Collateral within prescribed period);

(g) section 135 (notice by Secured Party of retention of Collateral); and

(h) section 143 (reinstatement of security agreement).

PRIVACY

14.1 Both parties will comply with the Privacy Laws in relation to any Personal Information collected by, disclosed to or accessed by the other party in connection with this Master Agreement (if any) (“Contract Personal Information”) and must only use and disclose the Contract Personal Information for the purposes of and in accordance with this Master Agreement.

CONFIDENTIALITY

15.1 The Recipient must:

(a) keep all Confidential Information of the Disclosure confidential;

(b) use and disclose the Discloser’s Confidential Information only to the extent required and for the purposes of carrying out its business obligations and obligations under this Master Agreement;

(c) not disclose or allow to be disclosed any Confidential Information of the Discloser to any person except as permitted by this Master Agreement;

(d) notify the other Party as soon as practicable after it becomes aware of a breach of its obligations under this clause 15; and

(e) co-operate with the Discloser in any reasonable action which the Discloser may take to protect the confidentiality of its Confidential Information.

15.2 Clause 15.1 does not prevent a Recipient from disclosing Confidential Information of the Discloser to the extent specifically required by applicable Law, a Government Authority or the rules of an applicable stock exchange, provided that the Recipient:

(a) immediately notifies the Discloser if it becomes aware that such disclosure may be required and provides all reasonable assistance to the Discloser to intervene in any process by which disclosure may be compelled;

(b) discloses no more Confidential Information than is strictly required; and

(c) takes any steps reasonably available to it to ensure that the disclosed Confidential Information is treated confidentially.

15.3 Notwithstanding clause 15.2, the Parties agree that to the extent permitted, they will not disclose information of the kind described by section 275(1) of the Personal Property Securities Act 2009 (Cth) to any person except as permitted by clause 15.4, clause 15.7 or required by any other Law.

15.4 Except as expressly permitted under this Master Agreement or otherwise required by Law, the Recipient must, on the request of the Discloser, immediately:

(a) deliver to the Discloser; or

(b) if so requested, destroy and certify such destruction to the Discloser,

all documents or other materials containing the Discloser’s Confidential Information which are in its possession, power or control or in the possession, power or control of persons who have received Confidential Information from it

15.5 Each Party must keep the other Party’s Confidential Information secure, both physically and logically as appropriate, from unauthorised access.

INDEMNITY AND LIABILITY

16.1 Subject to clause 16.2, the client indemnifies Vines I.T., contractors Affiliates and any of their Personnel (“those indemnified”) against all losses, damages, liabilities, claims and expenses (including all legal costs) suffered or incurred by those indemnified arising out of or in connection with:

(a) any injury to or death of persons or damage to property caused by the Client, the Clients Affiliates or any of their other of the clients sub-contractors or Personnel;

(b) any fraudulent or reckless act or omission or the wilful misconduct of the Client, the Clients Affiliates or any of their sub-contractors or Personnel;

(c) any allegation or claim brought against any of those indemnified by a Third Party which is caused by a breach of this Master Agreement by the Client; and

(d) any allegation or claim brought against any of those indemnified by a Third Party that receipt of the Services, Products or other materials supplied by or on behalf of Vines I.T. under this Master Agreement (“affected item”) (or use of the affected items in accordance with this Master Agreement) infringes a Third Party’s Intellectual Property Rights (“IP infringement claim”).

16.4 Vines I.T. will not be liable for any Consequential Loss suffered by the other Party arising out of or in connection with a breach of the Agreement.

16.5 Vines I.T. is not liable to the client for loss of or corruption to Data, Vines I.T. will take all reasonable steps to prevent loss of data within its control.

INSURANCE

17.1 Vines I.T. will maintain insurance policies with a reputable insurer of the type and to the level of cover typical of a competent experienced contractor.

ACCESS TO SITES AND ACCESS TO THE CLIENTS PREMISES

18.1 The client will allow Vines I.T. reasonable access to the Sites and the client computing environment (“the Client environment”) for the sole purpose and to the extent required in order for Vines I.T. to perform the Services and comply with its obligations under this Master Agreement.

18.2 Should the client not allow access to Vines I.T. to the Sites where Vines I.T. material may be located the value of the material will become a debt due by the client.

TERMINATION

19.1 Vines I.T. may terminate this Master Agreement without cause at any time by giving the client 30 days written notice without liability except as provided under clause 19.2. or immediately in case of a breach of this contract, insolvency event or Vines I.T. determines that any of the representations or warranties the client has made in relation to this Master Agreement are untrue.

19.2 If Vines I.T. terminates this Master Agreement:

(a) client will pay Vines I.T. all amounts outstanding up to the date of this Master Agreement or the particular Work Request (as the case may be) ends, but will not be liable to pay Vines I.T. any amount that would have been payable if this Master Agreement or the relevant Work Request had continued.

(b) Vines I.T. will ensure that all work thus paid for is available to client in accordance with this agreement and the work requests.

19.3 The client may terminate the master agreement if Vines I.T. breaches its obligations under this master agreement and is not able to remedy that breach within 30 days of being notified of the breach in writing.

19.4, the client will pay Vines I.T. all amounts outstanding up to the date this Master Agreement or the particular Work Request (as the case may be) ends.

19.5 Termination of this Master Agreement will be without prejudice to rights accrued prior to the end of this Master Agreement.

19.6 If this Master Agreement is terminated, all Work Requests will automatically terminate with this Master Agreement.

ACTION ON TERMINATION

20.1 When Vines I.T. has finished supplying the Products and/or providing the Services to the client, upon termination or expiry of this Master Agreement, each party must either:

(a) return; or

(b) if directed by the other party, destroy (and certify such destruction to the other party), or

all Confidential Information which belongs to the other party which is in the possession, power or control of either party

FORCE MAJEURE

21.1 If a Force Majeure Event occurs and prevents a Party (the “affected Party”) from performing its obligations under this Master Agreement, the affected Party must promptly notify the other Party of the event, the time it started and likely duration, the extent that its obligations are affected and the measures proposed to remedy or mitigate its consequences. The affected Party’s obligations are then suspended to the extent that it is prevented from performing them by the Force Majeure Event.

PART 2 HARDWARE

PURCHASE

In return for payment of the relevant purchase price, Vines I.T. will sell the Hardware to the client.

RISK AND TITLE

Risk in the Hardware will pass to the client upon delivery to the Sites. Notwithstanding the passing of risk, title to the Hardware will pass to the client when payment in full in respect of supply of that Hardware (other than payment for Services associated with the Hardware including implementation or maintenance services) has been made by the client.

HARDWARE WARRANTIES

24.1 Vines I.T. will provide warranty information to the client prior to purchase or at delivery. Vines I.T. will arrange for performance of repairs under warranty for convenience but, unless otherwise agreed, is not liable for the warranty and will simply act as a middleman to manage warranty claims with the supplier or relevant manufacturer.

ABANDONED HARDWARE

If Vines I.T. acquires used hardware or other equipment from the client, Vines I.T. will inform the client of the acquisition. If the hardware is not claimed by the client in 30 days Vines I.T. may recycle, dispose or reuse as it sees fit.

PART 3: SOFTWARE

LICENCE

26.1 Vines I.T. grants to the client a non-exclusive, perpetual, irrevocable licence to use the Developed Software and the associated Documentation as is reasonably necessary to satisfy the clients operating requirements and for the purpose for which it was developed. This licence is subject to the terms and conditions of this Master Agreement.

26.2 Vines I.T. grants the client the licence to make a reasonable number of copies of the Software for backup, disaster recovery and archival purposes.

26.3 Notwithstanding any other provision of this Master Agreement, the client will, after the termination or expiry of this Master Agreement be entitled to retain copies of the Software and all associated Documentation for archival purposes.

PROVISION OF DEVELOPED SOFTWARE

27.1 Vines I.T. will provide the Software or the Developed Software, as the case may be, and associated Documentation to the client in accordance with the Specifications and the work request.

27.2 If agreed and specified in a Work Request, Vines I.T. will install, or assist the client in the installation of the Software or the Developed Software, as the case may be. Vines I.T. will assist the client to implement the Software or the Developed Software, such that the Software or the Developed Software can be used in a commercial environment by the client.

27.3 Where specified in a Work Request and/or agreed between the parties, Vines I.T. may provide the Source Code for any Developed Software to the client.

STANDARD SOFTWARE

Unless otherwise specified in a Work Request, the Parties agree that clauses 26 and 27 will not apply to Standard Software. Standard Software will be licensed to the client and the client will use the Standard Software, on the terms and conditions set out by Vines I.T..

PART 5: SUPPORT, MAINTENANCE AND OTHER SERVICES

SYSTEM AND PRODUCT SUPPORT

29.1 Vines I.T. will as part of the Services provide the client with support and maintenance in respect of the Products and or Systems provided (as applicable) as agreed between the parties.

29.2 Work for support and maintenance services will be paid for in accordance with the pricing schedule.

TERMINATION OF SUPPORT SERVICES

The client’s licence to use the Software and the associated Documentation will survive the expiry or termination of any Work Request for the provision of support and maintenance services in respect of the Software.

OTHER SERVICES

Vines I.T. may provide the client with software development services, design services, consulting services, installation and implementation services, project management services, facilities management services, network management services, training services and such other services as agreed between the parties and specified in a work request.

PART 7: MISCELLANEOUS

CHANGE CONTROL

Any variation (other than minor variations) to the Products, the Specifications or the Services to be provided by Vines I.T. under a Work Request must be made in writing and agreed by Vines I.T. in writing.

GENERAL

(a) Any failure or delay by Vines I.T. in exercising any rights under this Master Agreement will not act as a waiver by Vines I.T.

(b) Every provision of this Master Agreement is severable from the others and the severance of any provision will not affect any other provision.

(c) The remedies set forth in this Master Agreement will be cumulative and in addition to any other remedies available at Law.

(d) Any variation of any term of this Master Agreement will only be effective when made in writing signed by Vines I.T. and by the client.

(e) The Client will not solicit or engage Vines I.T. personnel in any way except under the terms of this Agreement. The client further agrees that it will not employ personnel of Vines I.T. for 12 months after completion of this Master Agreement unless agreed to by Vines I.T.. Where the client breaches this clause the client will be liable to pay Vines I.T. a fee of 20% of the earnings of the person so engaged for a period of 24 months.

(f) Vines I.T. may amend the terms of Master Agreement from Time-to-time at its discretion and will publish any future revisions of the master agreement on the Vines I.T. Website.

SURVIVAL

Any obligations in this Master Agreement which, by their nature, are continuing will survive the termination or expiration of this Master Agreement and any Work Request.

NOTICES

Any notice to be given by the parties under this Master Agreement may be given by delivering it, posting it by prepaid post, by facsimile transmission or by any other means agreed between the Parties from time to time, to the address specified, and marked to the attention of the person named, in schedule 1. Changes to addresses or contact persons must be notified to the other Party in writing and once so notified will be deemed to amend schedule 1.

ASSIGNMENT/SUBCONTRACTING

36.1 The Client must not assign or novate this Master Agreement in whole or part or any other right or obligation under it to any other person without Vines I.T.’s prior written consent

36.2 Vines I.T. may from time-to-time sub-contract the performance of all or any part of the Services or any other obligations under this Master Agreement.

36.3 Vines I.T. will ensure that its contracts with current and future subcontractors performing any of Vines I.T.’s obligations under this Master Agreement are consistent with this Master Agreement and will act as the head contractor under any subcontract arrangements.

DISPUTES

37.1. Before resorting to external dispute resolution mechanisms the Parties will use their best endeavors to resolve any dispute, arising under or in connection with this Master Agreement, between themselves (including by referring the matter to any person who may have authority to intervene and direct some form of resolution).

37.2. Any dispute which cannot be settled by negotiation between the Parties or their representatives within the time period specified (or other period as agreed) will be submitted to final and binding arbitration to an independent arbitrator selected by Vines I.T..

37.3. The Parties will hold confidential, unless otherwise required by Law or at the direction of a court of competent jurisdiction, all information relating to the subject matter of the dispute as disclosed during or for the purposes of dispute resolution. All information disclosed during or for the purposes of the dispute resolution process is provided on a “without prejudice” basis unless the Parties otherwise agree.

GOVERNING LAW

This Master Agreement will be governed by the laws of the State of New South Wales, Australia and both Parties will conduct any litigation or other proceedings in the Courts or tribunals in that State.

39. Entire Agreement

This Master Agreement and any Work Requests constitute the entire agreement between the Parties relating to the provision of the Products and/or the Services by Vines I.T.

40 SPECIAL CONDITIONS AND PRIORITY OF DOCUMENTS

40.1 The Parties may agree to Special Conditions which override or amend the general terms and conditions in this document, and such Special Conditions are deemed to form part of this Master Agreement.

40.2 The documents comprising this Master Agreement will be read in the following order of precedence:

(a) the Special Conditions;

(b) the general terms and conditions contained in clauses 1 to 40 of this document;

(d) the Work Requests; and

(e) any documents attached to or incorporated by reference in to any of the documents referred to in sub-clauses (a) to (d) above.

Where any conflict occurs between the provisions contained in two or more of the documents comprising this Master Agreement, the document lower in order of precedence will, where possible, be read down to resolve such conflict. If the conflict remains incapable of resolution by reading down, the conflicting provisions will be severed from the document lower in the order of precedence without otherwise diminishing the enforceability of the remaining provisions of that document.

40.3 Terms and conditions proposed or provided by Vines I.T., including any contained on delivery dockets, orders or invoices, will not form part of this Master Agreement nor be contractually binding on Vines I.T.

40.4 Vines I.T. reserves the right to ammend and modify this document from time to time and will publish those changes via a news bulletin on our website.

SCHEDULE 4 FORM OF WORK REQUEST

WORK REQUEST SAMPLE STRUCTURE OF A WORK REQUEST FOR SERVICES AND/OR PRODUCTS

Work Request number [**insert**] between: Vines I.T. – and- [**insert name**] (“The Client”) Dated: [**insert date**]

Contract Manager: [**insert name**]

This Work Request sets out the details of the services and/or products requested to be provided by the Vines I.T. to ___________________. The terms of the Master Agreement dated [**insert**] between Vines I.T. and the client apply to the provision of the services and/or products set out in this Work Request.

1 REQUIRED BY:

2 SERVICES TO BE PROVIDED :

3 PRODUCTS TO BE PROVIDED

Hardware:

Software:

Developed Software:

Documentation:

SOURCE CODE / FUTURE DEVELOPMENT:

5 SPECIFICATIONS OF PRODUCTS, SYSTEM OR SERVICES (or particular requirements in relation to Services)