Terms & Conditions

Introduction

Eyesite Terms and Conditions of Service and Equipment Hire Agreement

EffectiveDate: May 14, 2025

Introduction

ThisEquipment Hire Agreement ("Agreement") sets out the terms andconditions under which Eyesite Pty Ltd ("Eyesite"), a provider oftemporary surveillance equipment and services, agrees to hire equipment andprovide related services to the Customer. By signing a hire document orotherwise accepting equipment or services from Eyesite, the Customer agrees tobe bound by this Agreement. These terms are intended to be clear andcomprehensive, covering operational, legal, and liability aspects of the hirearrangement. No other terms (including any the Customer seeks to impose) willapply unless agreed in writing by Eyesite.

Nothing inthis Agreement is intended to exclude or limit any non-excludable rights orremedies under the Australian Consumer Law or other applicable legislation.

1.Definitions

For thepurposes of this Agreement, the following definitions apply:

• Agreement: This Equipment Hire Agreement,     including any quotation, hire schedule, or proposal provided by Eyesite     and accepted by the Customer, and any schedules or attachments hereto.
• Customer: The individual, company, or     entity that enters into a hire arrangement with Eyesite, including any     directors or persons who sign as guarantors for that entity (if     applicable).
• Equipment: All surveillance and security     equipment provided on hire by Eyesite, including but not limited to camera     units, monitoring systems, solar panels or power units, poles, mounts,     bases, and warning signage.
• Site: The location specified by the     Customer where the Equipment is to be delivered, installed, and used.
• Hire Period: The duration for which the     Equipment is hired, starting from the Installation Date and ending when     the Equipment is removed by or returned to Eyesite (including any extended     period as described in this Agreement).
• Installation Date: The date on which Eyesite     installs or delivers the Equipment to the Site, marking the commencement     of the Hire Period.
• Hire Fees: The periodic charges for hiring     the Equipment, as agreed in the quotation or hire schedule (typically     charged monthly).
• Associated Fees: Any additional charges related     to the hire, such as installation fees, relocation fees, removal/pickup     fees, servicing or repair fees (if due to Customer’s request or misuse),     and any other agreed charges.
• Security Bond (Bond): A refundable deposit that may be     required from the Customer before or at commencement of the hire. The Bond     is held as security for performance of the Customer’s obligations and may     be applied to unpaid fees, damage, or other costs as detailed in this Agreement.
• Commencement Date: The date the Agreement becomes     binding. This is the earlier of (a) the date the Customer signs or accepts     the Eyesite quotation/hire schedule, or (b) the Installation Date when     Equipment is delivered and installed at the Site.
• Default Interest: The interest rate charged on     overdue payments, equal to 10% per calendar month (accruing daily) or such     other rate specified by Eyesite in the hire schedule or invoice terms.
• Services: The services provided by Eyesite     under this Agreement in connection with the Equipment hire, which may     include delivery, installation, maintenance, monitoring, and technical     support for the Equipment.

2.Formation of Agreement

An Agreementfor hire is formed and becomes binding when the Customer indicates acceptanceof Eyesite’s offer. This can occur by any of the following (whichever happensfirst):

• Signing Acceptance: The Customer signs Eyesite’s     quotation, hire schedule, or other proposal document and returns it to     Eyesite (including electronic acceptance, e.g. via email or e-signature).
• Payment or Deposit: The Customer pays any deposit,     Security Bond, initial invoice, or other amount towards the hire or     associated fees.
• Instruction to Proceed: The Customer provides written or     oral instruction to Eyesite to proceed with supply of the Equipment or     Services (for example, scheduling an installation date or requesting     delivery).
• Use of Equipment/Services: The Customer takes possession of     or starts using the Equipment or benefits from the Services.

By acceptingthe Agreement as above, the Customer confirms it has read and understood theseterms and conditions. All quotations issued by Eyesite are valid for 14 daysfrom the quote date (unless otherwise stated). Eyesite reserves the right towithdraw or revise any quotation prior to acceptance. Once accepted, thequotation (as a Hire Contract or schedule) together with these Terms forms theAgreement. Any terms or conditions proposed by the Customer (for example, in apurchase order) do not apply unless expressly agreed in writing by Eyesite.

3. HirePeriod and Minimum Term

• Minimum Term: The minimum Hire Period for any     Equipment hire is three (3) months, unless otherwise agreed in     writing by Eyesite. The Customer must hire and pay for the Equipment for     at least this minimum term even if the Equipment is returned early, except     as allowed under this Agreement.
• Commencement and Continuation: The Hire Period commences on the     Installation Date (or Commencement Date, if earlier as defined above) and     continues for the duration specified in the hire schedule or until the     Agreement is terminated in accordance with these terms. After any     specified Hire Period or minimum term ends, the hire will continue on a month-to-month     basis under the same terms, unless and until terminated by either party     with proper notice (see Section 16 on Termination).
• Holding Over: If the Equipment remains at the     Site and is not returned or made available for collection after the agreed     Hire Period (including any extension or the minimum term), the Customer     will continue to incur Hire Fees on a monthly basis (or pro-rata for shorter     periods) until the Equipment is returned to or collected by Eyesite.
• Early Termination by Customer: If the Customer seeks to     terminate the Agreement or off-hire the Equipment before the end of the     minimum 3-month term (without cause or agreement by Eyesite), an early     termination charge will apply. This early cancellation fee is agreed to be     an amount equal to the standard installation fee (or if no separate     installation fee was charged, an amount equal to one month’s Hire Fees) as     liquidated damages to cover Eyesite’s costs of deployment and early     removal. This fee is in addition to any Hire Fees payable for the portion     of the minimum term that was used.
• Extension or Renewal: The Customer may request an     extension of the Hire Period or add additional Equipment during the term.     Any extension, renewal, or additional equipment hire will be documented     (for example, in a new or amended hire schedule or variation agreement)     and will be subject to these same Terms (unless new terms are expressly     agreed). Continued use of the Equipment beyond the initial term     constitutes acceptance of continued hire on these Terms. Eyesite reserves     the right to increase the Hire Fees for any extended period by providing     notice to the Customer prior to the end of the current term.

4. Accessand Site Conditions

• Site Access: The Customer must ensure Eyesite     has safe and unimpeded access to the Site at all reasonable times to     deliver, install, inspect, maintain, and remove the Equipment. This     includes obtaining any necessary permissions to access the property.     Eyesite will typically perform installations and service visits during     normal business hours (or as otherwise scheduled by mutual agreement). If     Eyesite personnel are unable to gain required access, any additional costs     or delays incurred may be charged to the Customer.
• Permissions and Consents: The Customer is responsible for     obtaining all necessary consents, permits, or approvals for the     installation and operation of the Equipment at the Site. This includes     permission from the Site owner or principal (if the Customer is not the     owner), any required council or regulatory approvals for placing     surveillance equipment, and compliance with building or workplace     regulations. The Customer warrants that it has the authority to have     Eyesite install the Equipment at the Site and that Eyesite’s installation     and Services will not breach any laws or agreements (e.g. leases or     bylaws) applicable to the Site.
• Site Suitability: The Customer must ensure the     Site is suitable for the safe delivery and operation of the Equipment. The     Customer should provide a stable and secure location for Equipment     installation (e.g. reasonably level ground for mounting units) and ensure     the area is free of hazards. Eyesite may refuse to install or may remove     Equipment if site conditions are unsafe or likely to cause damage to the     Equipment or injury to persons.
• Utilities and Environment: Unless the Equipment is entirely     self-powered, the Customer must provide access to necessary utilities     (e.g. electrical power) if required for the Equipment’s operation, as     specified by Eyesite. The Customer should not do anything that causes     extreme environmental conditions for the Equipment (for example,     deliberate exposure to corrosive substances or covering sensors/cameras).     Normal environmental risks (rain, sun, etc.) are expected, but the     Customer should not intentionally move Equipment to an unsuitable location     without approval.
• Eyesite’s Right of Entry: Upon reasonable notice to the     Customer (or without notice in an emergency or if the Agreement has been     terminated), Eyesite may enter the Site to inspect, repair, service, or     remove the Equipment. If the Customer fails to make the Equipment     available for collection after termination, the Customer consents to     Eyesite (or its agent) entering the Site and removing the Equipment, and     the Customer shall be liable for any reasonable costs associated with such     entry or removal.
• Site Security and Safety: The Customer must take     reasonable steps to ensure the safety of Eyesite personnel while on the     Site. Any known hazards or special safety requirements at the Site must be     communicated to Eyesite in advance. If the Site is a construction or     high-risk area, the Customer must provide necessary site inductions or     personal protective equipment to Eyesite’s installers/technicians as     required by law or site policy.

5.Ownership of Equipment and Risk

• Eyesite Retains Title: All Equipment provided under     this Agreement remains the property of Eyesite (or its assigns). The     Customer obtains no ownership or proprietary rights in the Equipment –     only a right to use the Equipment under the terms of this hire. The     Customer must not purport to sell, assign, sub-lease, mortgage, pledge, or     otherwise encumber the Equipment. Eyesite may label or mark Equipment to     indicate its ownership; the Customer must not alter or deface such labels     or markings.
• Risk Passes on Delivery: The risk of loss of, or damage     to, the Equipment passes to the Customer on and from the time the     Equipment is delivered to the Site or handed over to the Customer     (whichever occurs first). The Equipment remains at the Customer’s risk     during the entire Hire Period and until it is collected by or returned to     Eyesite. This means the Customer is responsible for any theft, damage,     destruction, or loss of the Equipment during that time, regardless of     cause (except to the extent caused by Eyesite’s own personnel).
• Duty of Care: The Customer must use the     Equipment in a prudent and careful manner and only for the purpose and     within the operational parameters for which it was designed. The Customer     must ensure that only trained or competent persons (as appropriate) use or     interact with the Equipment, and that all instructions, manuals, and     safety guidelines provided by Eyesite are followed. The Equipment must not     be used for any unlawful purpose or in any manner that is likely to cause     damage to the Equipment or injury to any person.
• No Tampering or Relocation: The Customer must not     tamper with, open, disassemble, repair, or attempt to service the     Equipment themselves. The Customer also must not remove, relocate, or     reposition the Equipment once installed by Eyesite, and must not     change any configured settings, angles of cameras, or placement of     components. If the Customer requires the Equipment to be moved or     adjusted, they must contact Eyesite to request a relocation or service     (see Section 8). Unauthorised relocation or tampering is a major breach of     this Agreement, and the Customer will be responsible for any loss or     damage resulting from such actions (including diminished performance of     the system or missed surveillance coverage).
• Protection of Equipment: The Customer is responsible for     securing the Equipment against theft, damage, or misuse while on Site.     This includes taking reasonable precautions such as: not moving Equipment     into unsecured or publicly accessible areas without Eyesite’s consent,     preventing heavy machinery or vehicles from striking the Equipment, and     not covering or obscuring cameras or sensors. The Customer must promptly     notify Eyesite in the event of any damage to or malfunction of the     Equipment, or if any Equipment is stolen or missing. In the event of theft     or criminal damage, the Customer must also promptly file a report with the     police and provide a copy to Eyesite.
• Damage and Repair Costs: If any Equipment is damaged,     lost, or destroyed during the Hire Period (except for fair wear and tear     or faults due to Eyesite’s negligence), Eyesite may charge the Customer     for the reasonable cost of repair or replacement. This includes situations     such as damage due to misuse, neglect, fire/flood (except if resulting     from a Force Majeure event as per Section 19), or failure to protect the     Equipment. Eyesite will consult with the Customer and provide evidence of     damage and the related costs. Any such costs may be deducted from the     Security Bond (if one was paid) or invoiced to the Customer as additional     fees.

6. Feesand Payment Terms

• Hire Fees and Billing: Hire Fees will be charged as per     the quotation or hire schedule (typically on a monthly basis, billed in     advance). Unless otherwise specified, the first billing cycle begins on     the Installation Date. Eyesite will issue invoices for the Hire Fees monthly     in advance (or at such other intervals as stated in the Agreement).     Any Associated Fees (such as installation, relocation, or removal charges,     or costs for repair due to damage) may be invoiced separately or included     on the next invoice after they are incurred.
• Payment Due Date: The Customer must pay all     invoices from Eyesite within 7 days of the invoice date, unless a     different payment term is stated on the invoice or agreed in writing.     Timely payment of all Hire Fees and other charges is an essential     condition of this Agreement. The Customer is not entitled to withhold,     defer, or set-off any payment due to Eyesite by reason of any     counter-claim, dispute, or alleged discrepancy in service, except with     Eyesite’s express written consent. In other words, all invoices must be     paid in full pending resolution of any disputes (see also Section 15 on     dispute resolution).
• Default Interest: If any invoice remains unpaid     after the due date, Eyesite may charge Default Interest on the overdue     amount. Default Interest will accrue daily from the day after the     payment was due until the day payment is received in full. Interest is     calculated at the rate of 10% per month (equivalent to a simple rate of     10% per calendar month, applied daily) or the maximum rate permitted by     law, whichever is lower. Interest on overdue amounts may be capitalized     monthly at Eyesite’s discretion. The right to charge interest is in     addition to any other rights Eyesite has in the event of default.
• Taxes: All fees and charges are     exclusive of applicable taxes (unless expressly stated otherwise). The     Customer is responsible for any Goods and Services Tax (GST) or other     taxes, duties, or government charges imposed on the hire of Equipment or     provision of services under this Agreement. Eyesite will include GST on     its invoices as required by law. The Customer must pay the GST amount in     addition to the Hire Fees. Eyesite will provide tax invoices that comply     with relevant taxation legislation for GST purposes.
• Invoice Disputes: The Customer should promptly     review each invoice and may dispute any charge that the Customer genuinely     believes is incorrect or not in accordance with the Agreement. To raise a     dispute, the Customer must notify Eyesite in writing within 7 days     of the invoice date, specifying the disputed item and the reasons. The     Customer must still pay any undisputed portion of the invoice by the due     date. The parties will seek to resolve the dispute in good faith. If the     Customer does not dispute an invoice within 7 days of receiving it, the     invoice will be deemed accepted and conclusive.
• Consequences of Non-Payment: If the Customer fails to pay any     amount due by the due date, Eyesite may, after giving a short grace period     or notice at its discretion, exercise remedies for default as outlined in     Section 15. This may include suspension of services or retrieval of Equipment.     The Customer also agrees to reimburse Eyesite for any reasonable costs     incurred by Eyesite in recovering overdue amounts, including debt     collection fees, legal fees on a solicitor-client basis, and any     applicable bank charges (e.g. dishonour fees).

7.Security Bond

• When a Bond Applies: Eyesite may require the Customer     to pay a Security Bond (also known as a hire deposit) as a condition of     accepting the hire. If a Bond is specified in the quotation or hire     schedule, the Customer must pay the Bond amount to Eyesite prior to or     at the time of installation of the Equipment. Eyesite may decline to     deliver or install the Equipment until the Bond is paid in full.
• Purpose of Bond: The Bond serves as security for     any obligations or liabilities of the Customer under this Agreement.     Eyesite may apply the Bond (in whole or in part) to cover any unpaid Hire     Fees or Associated Fees, damage to or loss of Equipment, early termination     fees, or other costs or amounts for which the Customer is liable under     this Agreement. However, no application of the Bond will relieve the     Customer from responsibility to pay outstanding amounts – if the Bond is     insufficient, the Customer remains liable for the balance.
• Bond Credit/Refund: If not applied earlier as set     out above, the Bond will be applied to the final amounts due at the end of     the Hire Period. For example, Eyesite may choose to credit the Bond     against the Customer’s final invoice or the last month’s Hire Fees. Any     remaining Bond amount (after deducting all permitted charges) will be refunded     to the Customer within a reasonable time after the Equipment is returned     and all of the Customer’s obligations are fulfilled. Refund will typically     be via electronic funds transfer to a bank account nominated by the     Customer.
• No Interest on Bond: The Security Bond is not deemed     as an advance payment of Hire Fees (unless applied to the first or final     invoice as stated) and does not earn interest for the Customer. Eyesite is     not required to hold the Bond amount in a separate account or trust, but will     safeguard it and repay as required by these terms.
• Replenishment: If during the term Eyesite has     to apply any part of the Bond to outstanding amounts or damages (for     instance, to cover repair costs mid-hire), Eyesite may require the     Customer to top-up the Bond to its original amount as a condition of     continuing the hire. Eyesite will notify the Customer if such     replenishment is needed, and the Customer must pay the additional amount     within 7 days of the notice. Failure to do so may be treated as a default.

8.Relocation and Variation of Services

• Relocation of Equipment: The Equipment must remain at the     original Site and position where Eyesite installed it. If the Customer     needs the Equipment to be relocated on the Site or to a different site, or     even significantly adjusted in angle or coverage, the Customer must request     this from Eyesite in writing (email is acceptable). Eyesite will then     schedule a technician to perform the relocation or adjustment if feasible.     A relocation fee may apply, equivalent to the standard installation     fee or as quoted by Eyesite for the effort. The Customer agrees not to     move or alter the Equipment themselves (as noted in Section 5) and     understands that relocating the Equipment without Eyesite’s involvement     can compromise performance and safety. If the Customer relocates or     permits relocation of the Equipment without Eyesite’s consent, the     Customer will be liable for any resulting loss or damage, and Eyesite may     also charge a fee to inspect and re-calibrate the system.
• Service Variations: Any variation to the scope of     Services or the Equipment provided must be agreed. For example, if the     Customer requests additional Equipment, upgraded services (such as extra     monitoring features or additional maintenance visits), or any change to     the Hire Period, Hire Fees, or other terms, such changes should be     documented in writing (via a revised schedule, addendum, or email     confirmation from Eyesite). Both parties should agree to the variation in     writing for it to be effective. Minor adjustments or upgrades that do not     affect fees may simply be noted by Eyesite in service records. In any     case, continued use of the Equipment or Services after a variation has     been offered will constitute acceptance of the change.
• Changes to Standard Terms: Eyesite may update or amend the     standard terms and conditions in this Agreement from time to time (for     example, for new hires or extensions). However, any change will not affect     an ongoing Hire Period unless the Customer is notified of the change and     agrees (which may be by continued use of the services after notice). If     Eyesite notifies the Customer of an intended change to these terms during     an ongoing hire, the Customer has the right to terminate the Agreement by     giving written notice to Eyesite before the change takes effect (with at     least 14 days’ notice) if the Customer does not accept the new terms. If     the Customer does not exercise this right and continues to use the     Equipment or Services after the effective date of the change, the updated     Terms will apply to the remainder of the Hire Period.
• Documentation of Changes: Eyesite will ensure that any     agreed variations (including relocations, additions or removals of     Equipment, fee adjustments, or term extensions) are confirmed in writing     (for example, by issuing an updated hire schedule or email confirmation).     The Customer should retain copies of all such variation documents with     this Agreement. All variation documents and notices are deemed part of the     Agreement once agreed.

9.Customer Responsibilities and Equipment Care

The Customerhas the following responsibilities for the duration of the hire:

• Proper Use: Use the Equipment only for its     intended purpose of site surveillance/security and in accordance with any     instructions or usage guidelines provided by Eyesite. The Customer must     ensure that its employees or any person it allows to use or monitor the     Equipment are properly instructed in its operation (to the extent     applicable, for example if the Customer has access to a monitoring app or     interface).
• Safe Keeping: Take all reasonable measures to     safeguard the Equipment from theft, damage, or misuse. This includes     maintaining any locks or security devices that Eyesite provides, not     exposing Equipment to undue hazards (e.g. do not submerge components in     water unless designed for it, do not place heavy objects on cables, etc.),     and generally exercising the degree of care that a careful owner would     when protecting their own valuable equipment.
• Insurance: Maintain appropriate insurance     as specified in Section 10 of this Agreement to cover the Equipment and     related liabilities. Evidence of insurance (such as certificates of     currency) must be provided to Eyesite on request.
• Compliance with Laws: Operate the Equipment and use     the Services in compliance with all applicable laws and regulations. This     includes (but is not limited to) privacy laws (if the Equipment includes     cameras, the Customer should ensure required notices or signage indicating     CCTV surveillance are displayed – Eyesite provides standard warning signs,     which the Customer must keep posted visibly at the Site), workplace health     and safety laws (particularly if on a construction or industrial Site),     and any specific industry regulations. The Customer is responsible for any     fines or legal consequences arising from improper use of the Equipment or     failure to comply with legal requirements at the Site (except to the     extent caused by Eyesite’s own actions).
• No Interference: Not modify, tamper, interfere     with or allow anyone (other than Eyesite) to service or alter the     Equipment. The Customer must not attach any external devices or     accessories to the Equipment without Eyesite’s approval (for example,     attaching third-party cameras or sensors to Eyesite’s mast, or powering     other devices from Eyesite’s solar unit). Such actions could overload or     damage the system.
• Notification of Issues: Promptly notify Eyesite of any     damage to, loss of, or problems with the Equipment. If the Equipment     malfunctions or an alarm or fault indicator is noticed, the Customer     should inform Eyesite immediately so that Eyesite can take appropriate     action (such as troubleshooting or scheduling a repair). Prompt     notification may prevent further damage and minimize downtime.
• Protection from Third-Party     Claims: Keep the     Equipment free from any legal encumbrances or claims by third parties. For     example, the Customer must not allow the Equipment to be seized or taken     as security by the Customer’s creditors. The Customer should inform any     potential buyer of the property or any person who might distrain assets on     the Site that the Equipment belongs to Eyesite and is not to be taken or     moved. If the Customer’s landlord, creditor, or any third-party attempts     to assert rights over the Equipment, the Customer must inform them of     Eyesite’s ownership and notify Eyesite immediately.
• Site Environment: Maintain the Site in a condition     that does not unduly risk the Equipment. For instance, if construction     work is ongoing, the Customer should protect the Equipment from flying     debris (within reason), and if flooding or extreme weather is anticipated,     take precautions if possible (such as temporary removal of equipment with     Eyesite’s help). The Customer is not expected to foresee all events, but     basic prudence is expected.
• Return in Good Order: Upon completion of the hire or     when Equipment is due for return, ensure that the Equipment is in as good     condition as it was at the Installation Date, fair wear and tear excepted.     The Customer should not intentionally damage or allow destruction of the Equipment.     If the Equipment has accumulated dirt or minor debris from the site, that     is generally expected; however, the Customer should return all parts and     accessories (cables, brackets, keys, etc.) that were supplied. Missing or     broken items may be charged to the Customer.

By adheringto the above responsibilities, the Customer helps ensure a successful hireexperience and minimizes the risk of additional charges or liabilities. Failureto meet these responsibilities may be considered a breach of the Agreement andcould result in Eyesite exercising its rights under Section 15 (Default andRemedies).

10.Insurance Requirements

Given thatthe Customer assumes risk for the Equipment during the Hire Period, theCustomer agrees to arrange and maintain the following insurance coverages atits own expense (unless otherwise agreed in writing with Eyesite):

• Equipment Insurance: Insurance covering the Equipment     itself for its full replacement value against risks of loss, theft,     or damage for the entire period the Equipment is at the Site or otherwise     under the Customer’s control. The policy should cover events including     theft, vandalism, fire, storm, and accidental damage. Eyesite will advise     the replacement value of the Equipment on request, and the Customer should     ensure the coverage amount is sufficient. In the event of any loss or     damage claim, the Customer must promptly file a claim with its insurer and     use any proceeds to cover the repair or replacement of the Equipment (with     any shortfall remaining the Customer’s responsibility).
• Public Liability Insurance: A public and products liability     insurance policy with coverage of an adequate amount (typically a minimum     of A$10 million) to cover liability for death, injury, or property damage     arising out of the presence or use of the Equipment at the Site. This insurance     is to protect against third-party claims (for example, if someone on the     Site trips over part of the Equipment, or if a malfunction of the     Equipment causes damage to property or injury).
• Insurance of Customer’s Own     Property/Personnel: (Optional but recommended) The Customer may also choose to maintain     insurance for its own property and personnel, as Eyesite’s liability for     any damage or injury may be limited (see Section 12). For instance, if the     Site is high-risk, having insurance for consequential losses can be     prudent. However, this is at the Customer’s discretion.

Proof ofInsurance: UponEyesite’s request, the Customer must provide current certificates of insuranceor other proof reasonably required to demonstrate that the above coverages arein place. Eyesite may request proof at or prior to the commencement of the HirePeriod, or at any time during the term (especially if there is reason tosuspect the insurance may have lapsed). If the Customer fails to maintain therequired insurance, Eyesite may treat this as a serious breach of theAgreement. Eyesite may (but is not obligated to) obtain insurance on behalf ofthe Customer and charge the cost to the Customer if the Customer fails to doso, or may terminate the Agreement for default.

InsuranceClaims: The Customermust immediately notify Eyesite if any event occurs that may give rise to aninsurance claim related to the Equipment or the Services. The Customer shouldnot settle or compromise any claim for loss of or damage to the Equipmentwithout Eyesite’s consent, as Eyesite has an interest in ensuring the Equipmentis repaired or replaced properly. Any insurance payout for Equipment owned byEyesite shall be used first to repair or replace that Equipment (or paid toEyesite if Eyesite has already replaced it). The Customer remains responsiblefor any excess or deductible under its policies and for any loss that is notcovered by insurance (for example, exclusions or coverage shortfall).

11.Eyesite’s Obligations and Service Commitment

Eyesite iscommitted to providing professional service and ensuring the Equipment operateseffectively. Eyesite agrees to the following:

• Provision of Equipment: Eyesite will deliver and install     the Equipment at the Site in good working order and in accordance with the     specifications agreed upon. The Equipment provided will be as described in     the quotation or hire schedule (or a functionally equivalent model if substitutions     are necessary, with notice to the Customer).
• Installation and Setup: Eyesite’s technicians will     install the Equipment safely and make reasonable efforts to optimize its     placement for effective surveillance coverage. There may be an initial system     calibration period (usually up to 48-72 hours after installation)     during which the Equipment and monitoring service are fine-tuned. Eyesite     will endeavour to have the Equipment fully operational from installation,     but the Customer acknowledges that minor adjustments may be needed in the     first few days to achieve optimal performance. Eyesite will not charge     additional fees for standard adjustments during this initial setup period.
• Monitoring and Response (if     included): If     the Services include remote monitoring, alarm response, or video footage     review by Eyesite, Eyesite will perform those services with due care in     accordance with any service level arrangements agreed. (Specific     monitoring terms may be outlined in the hire schedule or a service     schedule.) Eyesite does not guarantee that every incident will be detected     or prevented, but will have qualified personnel or automated systems     overseeing the feeds as agreed.
• Maintenance: Throughout the Hire Period,     Eyesite will maintain the Equipment in proper working condition, provided     the Customer has fulfilled its obligations (such as providing access and     not misusing the Equipment). Maintenance may include periodic inspections,     cleaning of camera lenses or solar panels, battery replacements or     recharging, and any necessary repairs due to equipment faults or fair wear     and tear. Eyesite will schedule maintenance at reasonable intervals or     respond to maintenance requests from the Customer as needed. There is no     additional charge for routine maintenance or repairs arising from normal     use or Equipment faults not caused by the Customer.
• Equipment Failure: If the Equipment malfunctions or     fails through no fault of the Customer, Eyesite will, as soon as     reasonably possible, repair the Equipment or provide a replacement unit at     no cost to the Customer. The Customer must notify Eyesite of any     performance issues as per Section 9. Eyesite is responsible for the cost     of repairs or replacement for defects or failures that are not caused by     Customer actions or site conditions outside normal operating parameters.     If the failure is due to Customer misuse or external damage (e.g. by third     parties or extreme site events), then Section 5 and 10 (insurance and     damage responsibility) apply instead.
• Collection at End of Hire: Eyesite will arrange to collect     and remove the Equipment from the Site within 7 business days of     the end of the Hire Period or termination of the Agreement (or on a     specific agreed pickup date). Eyesite will coordinate with the Customer to     schedule the removal. If Eyesite fails to pick up the Equipment within a     reasonable time after termination despite the Customer making it     available, the Customer will not be charged additional Hire Fees beyond     the agreed period, provided the delay is solely Eyesite’s responsibility.
• Limitation on Obligations: Eyesite’s obligations are     subject to the Customer performing its obligations under this Agreement     (such as payment and providing access). If the Customer is in material     breach (for example, failing to pay or refusing access for maintenance),     Eyesite’s performance obligations may be suspended until the breach is     remedied (without prejudice to Eyesite’s rights under default). Eyesite     will still make reasonable efforts to communicate and resolve any issues     with minimal disruption.
• Professionalism and Compliance: Eyesite will ensure that its     staff and contractors accessing the Site carry out their work     professionally, safely, and in compliance with applicable laws and site     rules. Eyesite holds and will maintain any necessary licenses, permits, or     insurances required for providing the Equipment and Services (for example,     security equipment provider licenses, if applicable). The Customer can     request evidence of Eyesite’s compliance or credentials, which Eyesite     will provide where reasonable.

12.Limitation of Liability and Exclusions

While Eyesitewill endeavour to ensure the Equipment and Services operate effectively, thereare limitations to Eyesite’s liability. The Customer should carefully note thefollowing provisions:

• Australian Consumer Law: If the Customer is a consumer     (as defined under the Australian Consumer Law) in relation to the hiring     of the Equipment or Services, then the Customer may have certain rights     and remedies (such as warranties or guarantees) that cannot be excluded or     limited by contract. Nothing in this Agreement is intended to exclude,     restrict, or modify any condition, warranty, guarantee, right or remedy     that the Customer may have under the Australian Consumer Law or other     applicable law that cannot be lawfully excluded. For example, the     Equipment comes with guarantees that cannot be excluded under the     Australian Consumer Law, such as that the services will be rendered with     due care and skill. To the extent that Eyesite is able to limit its     liability for a breach of such a guarantee, it hereby limits that     liability to (at Eyesite’s option) the repair or replacement of Equipment,     or re-supply of the Services, or payment for the cost of same.
• No Other Warranties: Subject to the above paragraph,     Eyesite does not make any guarantees or warranties of any kind, express or     implied, regarding the Equipment or Services, except those expressly set     out in this Agreement. All implied warranties or conditions that can be lawfully     excluded (including any implied warranties of merchantability, fitness for     purpose, or non-infringement) are excluded. The Equipment is provided for     hire on an "as is" basis (subject to Eyesite’s obligations to     maintain and repair as stated). The Customer acknowledges that it has     chosen the Equipment and services based on its own judgment and     requirements.
• Limit of Liability: To the fullest extent permitted     by law, Eyesite’s total aggregate liability to the Customer arising out of     or in connection with this Agreement or the use of the Equipment or     Services (whether in contract, tort (including negligence), statute or     otherwise) is limited, at Eyesite’s election, to one of the following:     (a) the repair or replacement of the Equipment (or supplying equivalent     equipment); or (b) the payment of the cost of repair or replacement     of the Equipment; or (c) a refund of any Hire Fees paid for the     period in which the Equipment was non-operational due to Eyesite’s fault.     This limitation is intended to apply to any breaches of this Agreement,     failure of the Equipment, or other liability, to the extent permitted by     law.
• Exclusion of Indirect Loss: Eyesite will not be liable to     the Customer for any indirect or consequential losses. This includes, but     is not limited to, loss of profit, loss of revenue or business, loss of     anticipated savings, loss of opportunity, downtime costs, loss of data or     records, or any incidental or special damages. For example, Eyesite is not     liable for the consequences of any security incident that the Equipment     did not prevent or record, except to the extent directly caused by a     breach of this Agreement by Eyesite. The Customer should have its own     measures (including insurance and backup systems) to mitigate such losses.
• Specific Exclusions: Without limiting the general     exclusion of indirect loss, and to the extent permitted by law,     Eyesite specifically is not liable for:
   
  • Network or Power Issues: Any failure of the Equipment or      Service due to power outages at the Site, telecommunication/network      outages, or internet/data disruptions not within Eyesite’s control (for      example, mobile network downtime). Eyesite will try to advise the      Customer if it detects a communications loss, but is not responsible for      such external failures.
   
  • Environmental Conditions: Degradation or interruption of      Equipment performance due to extreme environmental conditions or Site      conditions (e.g. very strong winds causing camera shake, heavy fog or      darkness reducing visibility, or interference from other electronic      devices on Site). Eyesite will supply reliable equipment, but certain      conditions can impact performance and are outside Eyesite’s control.
   
  • Calibration Period Incidents: Any security incident, theft,      or damage that occurs during the initial setup or calibration period      (typically up to 72 hours post-installation) if the incident was not      captured or responded to due to the Equipment or service not yet being      fully tuned. Eyesite will do its best to deploy functional equipment      immediately, but there is a short optimization period. The Customer      should maintain other security measures as needed during this time.
   
  • Acts or Omissions of Customer or      Third Parties:      Any loss or damage of any kind suffered by the Customer that results from      any act or omission of the Customer or its employees, contractors or      agents. For instance, if the Customer or its contractor damages the      Equipment or unplugs it, Eyesite is not responsible for the resulting      downtime or any consequences. Similarly, if a third party (not under      Eyesite’s direction) such as a vandal or trespasser causes damage,      Eyesite is not liable for that third party’s actions (though Eyesite will      assist with providing evidence or repairing the unit per the Agreement).
   
  • Unauthorized Relocation or      Adjustments:      Any loss of coverage, security breach, or damage that arises because the      Equipment was tampered with, moved, or its configuration was altered by      the Customer (or anyone under the Customer’s control) without Eyesite’s      approval. Once moved or altered, Eyesite may need to recalibrate or      reinstall to ensure proper functioning, and Eyesite is not liable for      incidents occurring during the period of unauthorized change.
 
• Downtime and Service Level: While Eyesite aims to maintain     continuous operation of the Equipment, the Customer acknowledges that     occasional downtime may occur for maintenance or due to technical issues.     Eyesite’s obligation is to address any outages or malfunctions as soon as     practicable after becoming aware. Any scheduled maintenance that may cause     downtime will be communicated to the Customer in advance when feasible.     Eyesite’s liability for service interruptions is limited as described     above. In particular, brief interruptions or delays in response do not     constitute a breach of this Agreement but will be managed in line with     best efforts.
• Third-Party Services or     Connectivity: If     the Equipment relies on third-party services (e.g. a cellular network,     cloud storage provider, or software platform), Eyesite will select     reputable providers, but is not responsible for failures or breaches on     the part of those third parties, provided Eyesite has not acted     negligently in its configuration or maintenance. Any recourse for such     failures may need to be pursued against the third-party provider. Eyesite     will reasonably assist the Customer in dealing with such issues but     without assuming liability beyond its own obligations herein.
• Total Liability Cap: To avoid doubt, if for any     reason the above limitation of liability is not effective or is held     unenforceable, and Eyesite is found liable to the Customer, then (to the     extent permitted by law) Eyesite’s aggregate liability will be capped at     the total amount of Hire Fees paid by the Customer under this Agreement up     to the time the liability arose, or A$10,000, whichever is greater. This     cap includes all claims of liability, such as contract, tort, and     statutory claims, added together.

The abovelimitations and exclusions of liability apply to the maximum extent allowed bylaw and survive termination or expiration of this Agreement. The Customeracknowledges that the Hire Fees have been set with these limitations in mind,and that Eyesite would need to charge significantly higher fees if itsliability were not limited as set forth above.

13.Indemnity

The Customeragrees to indemnify, defend and hold harmless Eyesite and its officers,employees, and agents (each an "Indemnified Party") from and againstany and all losses, damages, liabilities, claims, costs, and expenses(including reasonable legal fees on a full indemnity basis) that an IndemnifiedParty may incur or suffer arising out of or in connection with:

• Breach of Agreement: Any breach of this Agreement by     the Customer. This includes, for example, failure to pay fees, misuse or     unauthorised relocation of Equipment, or violation of any term. If such     breach results in losses to Eyesite (like damage to equipment or     third-party claims), the Customer will cover those losses.
• Injury or Property Damage: Any death or injury to persons,     or loss of or damage to property (including the Equipment or any third     party’s property), to the extent caused or contributed to by the     Customer’s act or omission. For instance, if the Customer's negligence in     securing the Site leads to someone being injured by the Equipment, or if     the Customer moves the Equipment and it falls and injures someone, the     Customer would indemnify Eyesite for related claims.
• Site Access and Conditions: Any claim or liability arising     from Eyesite’s access to or work at the Site, except to the extent caused     by Eyesite’s negligence. For example, if there is a hidden hazard at the     Site that causes damage or injury during installation, and the Customer     knew or should have known of it and didn’t warn Eyesite, any resulting     claim would fall under this indemnity. Also, if someone claims Eyesite     trespassed or exceeded authority by entering the Site on the Customer’s     instructions, the Customer indemnifies Eyesite.
• Customer’s Operations: Any third-party claims arising     from the use of the Equipment in the Customer’s business or operations.     For instance, if the Customer uses footage or data from Eyesite’s     Equipment in a way that violates privacy laws or infringes rights, and a     third party brings a claim against Eyesite as the equipment owner, the     Customer must indemnify Eyesite. Similarly, any fines or penalties imposed     due to the Customer’s failure to obtain permits or comply with laws in     relation to the Equipment will be covered by this indemnity.
• Loss or Damage to Equipment: Loss of or damage to the     Equipment itself, including theft or destruction, except to the extent     caused by Eyesite or resulting from a Force Majeure event. (In practice,     if Equipment is lost or damaged the Customer will typically be charged     directly under other clauses; this indemnity is a backup to cover any     additional losses Eyesite suffers, such as loss of rental income while the     Equipment is out of service, or insurance excesses.)

The indemnityin this section applies whether the claim against Eyesite arises undercontract, tort (including negligence), or otherwise. However, the Customer is notrequired to indemnify Eyesite for any loss or liability to the extent it wascaused by Eyesite’s own negligent act or omission, or wilful misconduct. Inother words, Eyesite cannot claim indemnification for consequences of its ownserious failings.

Thisindemnity is continuing and survives the completion, expiration, ortermination of the Agreement. Eyesite may recover indemnified losses from theCustomer on demand, including by set-off against any amounts Eyesite may owethe Customer. If any claim covered by this indemnity is made against Eyesite,Eyesite will notify the Customer and may permit the Customer to handle defenceof the claim (at Customer’s cost) provided that arrangement does not prejudiceEyesite. Eyesite will reasonably cooperate in such defence at the Customer’sexpense.

14.Personal Guarantee (if applicable)

ThisSection 14 applies only if a person or persons (such as a director ofthe Customer company) have signed the Agreement or Hire Contract as guarantors(the "Guarantor"). If no such separate guarantor signature isobtained, this section does not create any guarantee obligations.

Where aGuarantor has signed this Agreement or a related guarantee document inconnection with the Customer’s obligations, the following terms apply:

• Guarantee of Obligations: The Guarantor unconditionally     and irrevocably guarantees to Eyesite the due and punctual payment of all     amounts payable by the Customer under this Agreement, and the due     performance of all other obligations of the Customer under this Agreement.     If the Customer fails to pay any amount when due or fails to perform any     obligation, the Guarantor will upon demand from Eyesite immediately pay     that amount or perform (or procure performance of) that obligation.
• Indemnity by Guarantor: As a separate and additional     obligation, the Guarantor indemnifies Eyesite against any loss, cost, or     damage that Eyesite suffers because the Customer does not perform any of     its obligations or if any obligation or amount owed by the Customer     becomes unenforceable for any reason (for example, if the Customer goes     into liquidation and the amounts cannot be recovered from the Customer).     The Guarantor agrees to pay Eyesite on demand the amount of any loss or     damage Eyesite incurs in such circumstances, as if the Guarantor were the     principal obligor.
• Continuing Guarantee: This guarantee and indemnity is     a continuing obligation and remains in full force until all of the     Customer’s obligations under the Agreement have been fully performed and     all amounts have been paid. It is not discharged by any one payment or     act. It remains enforceable despite any intermediate partial payments or     performance, and despite any indulgence or extension of time given to the     Customer.
• Multiple Guarantors: If more than one person is named     as Guarantor, each Guarantor is jointly and severally liable for the     obligations under this guarantee. Eyesite can choose to enforce against     any one Guarantor for the full amount, and that Guarantor will not insist     that Eyesite first pursue any other Guarantor or the Customer.
• Rights of Eyesite: Eyesite is not required to     proceed against or enforce any security or seek payment from the Customer     or any other person before making a claim against the Guarantor. The     Guarantor waives any right to require that Eyesite exhaust any other     remedy or security first. The Guarantor also waives any defences that     might otherwise be available to a surety (for example, absence of notice     of default, or any indulgence given to the Customer).
• Variations and Extensions: The Guarantor’s obligations are     not affected by any variation of the Agreement, extension of the Hire     Period, change in Hire Fees, or other contractual changes agreed between     Eyesite and the Customer (whether or not the Guarantor is notified of or     consents to those changes). The Guarantor also remains bound even if     Eyesite at any time releases or discharges any other guarantor or     security, or if any such security is later voided.
• Bankruptcy or Insolvency: If the Customer goes into     bankruptcy, administration, liquidation or any form of insolvency, the     Guarantor’s liability will be for the full amount the Customer owed or     would have owed but for the insolvency. The Guarantor must not prove in     the Customer’s insolvency proceedings in competition with Eyesite –     Eyesite’s claim shall be paid in full before the Guarantor may recover any     sums from the Customer’s estate.
• Security from Customer: If the Guarantor has any     security or rights against the Customer (such as the Customer owing the     Guarantor money), the Guarantor subordinates those rights to the rights of     Eyesite. The Guarantor will not claim any set-off or indemnification from     the Customer until Eyesite has been paid in full.

In summary,the Guarantor effectively steps into the Customer’s shoes and personallyguarantees all obligations of the Customer, providing Eyesite with anadditional avenue to recover its losses if the Customer does not meet itsresponsibilities. The Guarantor should consider this obligation carefully and,if necessary, seek independent legal advice before entering into the guarantee.

15.Default and Remedies

Each of thefollowing (among other things) constitutes an Event of Default by theCustomer under this Agreement: (a) the Customer fails to pay any Hire Fee orany other amount due by the due date; (b) the Customer breaches any other termof this Agreement and fails to remedy the breach promptly when asked; or (c)the Customer becomes insolvent or bankrupt, or is otherwise unable to pay itsdebts as they fall due. In the event of a default, Eyesite may take one or moreof the following actions, at its sole discretion, to protect itsinterests (and these rights are in addition to any other rights and remediesavailable at law):

• Immediate Termination: Eyesite may terminate this     Agreement (and the Hire Period) with immediate effect by giving     written or oral notice to the Customer. This may be done, for example, if     the Customer has failed to pay an overdue invoice after a reminder, or has     committed a serious breach such as unauthorised relocation of Equipment.     Upon such termination, Eyesite’s obligations to provide Equipment or     Services cease, but the Customer remains responsible for amounts and     liabilities already incurred (see Section 16 on consequences of     termination).
• Suspension of Services: As an alternative or precursor     to termination, Eyesite may suspend its performance under the Agreement.     This can include disabling remote monitoring services or access to the     Equipment, or declining to provide maintenance, until the default is     resolved. Eyesite will inform the Customer if services are suspended.     Suspension for non-payment or other breach will not relieve the Customer     from continuing to accrue Hire Fees (unless Eyesite elects to terminate).     Eyesite will not be liable for any loss or damage suffered by the Customer     as a result of such suspension due to Customer’s default.
• Retrieval of Equipment: Eyesite may enter the Site     (after giving reasonable notice if practicable, or without notice if     urgent) and retake possession of the Equipment. The Customer     expressly authorises Eyesite and its agents to enter the Site for this     purpose in the event of default. Any costs incurred by Eyesite in     repossessing the Equipment (such as locksmith fees, security personnel, or     freight) will be payable by the Customer. Eyesite will use reasonable care     during removal, but is not responsible for restoring the site to its     original condition (beyond removing the Equipment) or for any damage to     property necessarily caused by the removal of fixed items, except to the     extent caused by Eyesite’s negligence.
• Demand for Remedy: Eyesite may issue a written     notice to the Customer describing the default and requiring it to be     remedied within a specified short period (for example, 5 business days).     If the Customer cures the default within that time and compensates Eyesite     for any associated costs or losses, Eyesite may, at its discretion, resume     normal performance of the Agreement. If the Customer fails to remedy the     default within the stated time, Eyesite may proceed with termination or     any other available remedy without further notice. (Note: Eyesite is not     obligated to provide a cure period or notice prior to termination in cases     of payment default or serious breaches, but may choose to do so in some     cases.)
• Acceleration of Payments: Eyesite may declare that all     Hire Fees and other amounts that would have become payable during the     remainder of the Hire Period (including any minimum term not yet     fulfilled) are immediately due and payable. This is akin to     accelerating the debt. The Customer acknowledges that, in the event of     default, Eyesite’s lost opportunity to hire the Equipment to others during     the contracted period is a real loss. Eyesite will credit against the     accelerated amount any savings or recoveries it makes (for example, if the     Equipment is hired to another party during what would have been the     Customer’s Hire Period, the Hire Fees from the new hire for that     overlapping period will be deducted).
• Debt Recovery Actions: Eyesite may commence legal     proceedings or engage a debt collection agency to recover any amounts due.     The Customer will be liable for all reasonable costs of such enforcement,     including solicitor fees, court fees, and collection agency charges.     Eyesite may also report the default to credit reporting agencies if     applicable.
• Enforcement of Security: Eyesite may enforce any security     interests it holds. For instance, if a Security Bond was paid, Eyesite can     apply it to the outstanding amounts (as per Section 7). If a personal     guarantee was given, Eyesite can make a demand on the Guarantor (see     Section 14). If any PPSA security interest has been registered (see     Section 18), Eyesite can exercise its rights under that law to seize or     retain collateral. If a charge over real property was agreed or a caveat     consented to, Eyesite may lodge a caveat or pursue sale of that property     to recover the debt.
• Cancellation of Future Services: Eyesite may cancel any other     services or orders that the Customer has with Eyesite (even if unrelated     to this hire) if the Customer is in breach and those services were under     the same or related contractual arrangements. Eyesite can refuse to enter     new contracts or provide new equipment until all defaults are remedied.
• Legal Remedies for Insolvency: If the Customer enters into any     form of insolvency or external administration (such as liquidation,     receivership, or voluntary administration), Eyesite is entitled to     retrieve its Equipment and to lodge claims in the insolvency proceedings     for any amounts owed. The occurrence of insolvency-related events (e.g.     the Customer being unable to pay debts, or a receiver being appointed)     will automatically be deemed a default under this Agreement. All     outstanding amounts will become immediately due and Eyesite may terminate     the Agreement without notice in such cases.

The aboveremedies can be exercised in any combination and do not require Eyesite to haveobtained a court judgment or any other formal approval, apart from what may berequired by law (for example, certain limitations exist on forceful entry whichEyesite will observe). The Customer shall indemnify Eyesite for any costs ordamages incurred due to the Customer’s default, as outlined in Section 13.

If Eyesiteexercises its right to terminate or suspend the Agreement due to default, thisdoes not prejudice Eyesite’s right to claim damages or any other rights it mayhave under this Agreement or at law. Conversely, if the Customer believesEyesite has breached this Agreement, the Customer must follow the disputeresolution procedure in Section 19 and may not simply stop payment or removeEyesite’s equipment in retaliation.

16.Termination

ThisAgreement may be terminated in the following ways:

• By Either Party (No Fault): Either the Customer or Eyesite     may terminate the Agreement after the expiry of any minimum Hire Period or     agreed fixed term by giving at least 7 days’ written notice to the     other party. The termination will take effect at the end of that notice     period. If a longer notice period is specified in the hire schedule or any     special conditions, that period must be given. The Customer may usually     terminate on 7 days’ notice after the initial 3-month term is fulfilled,     for a month-to-month arrangement.
• By Customer for Eyesite Default: If Eyesite commits a material     breach of this Agreement (for example, failing to provide Equipment or     services substantially as agreed) and Eyesite does not remedy that breach     within a reasonable time after written notice from the Customer (not less     than 14 days, allowing Eyesite a chance to cure), then the Customer may     terminate the Agreement by further written notice to Eyesite. This right     is without prejudice to any other rights or remedies the Customer may     have. (Note: Many issues can be resolved via the dispute resolution     process in Section 19 without immediate termination.)
• By Eyesite for Customer Default: Eyesite may terminate     immediately as described in Section 15 (Default and Remedies) if the     Customer is in default. Additionally, if the Customer has repeatedly     breached the Agreement or it becomes apparent that the Customer will not     be able to meet its obligations (for instance, due to insolvency), Eyesite     may terminate on written notice for cause.
• Mutual Agreement: The parties can mutually agree     in writing to terminate the Agreement at any time (for example, if a     project is completed early and the Equipment is no longer needed, the     parties might negotiate terms for early return). Any agreed early     termination may include terms on fees or costs settlement, as mutually     decided.
• Force Majeure Termination: If a Force Majeure event     (defined in Section 19) substantially prevents a party from performing its     obligations for an extended period (typically if performance is impossible     or impractical for more than 90 days), either party may give     written notice to terminate the Agreement. In such case, neither party     will have a claim for breach due to the non-performance, but rights that     accrued before termination (like payment for services already rendered)     remain enforceable.

Consequencesof Termination: Whenthe Agreement is terminated (whether early or at the end of an agreed term),the following will apply:

• The Customer must immediately     cease using the Equipment and make the Equipment available for collection     by Eyesite at the Site (or return it to Eyesite promptly if instructed).     The Equipment should be in the condition required by Section 9 (good     order, fair wear and tear excepted).
• Eyesite will arrange pick-up of     the Equipment as per Section 11. The Customer must provide reasonable     cooperation to schedule and permit the removal. If the Customer fails to     return or permit retrieval of the Equipment within a reasonable time after     termination, Eyesite may charge additional Hire Fees or seek legal     remedies (such as an order for repossession).
• All outstanding Fees and charges     up to the termination date become immediately due. If termination occurs     mid billing cycle, Hire Fees will typically be prorated to the termination     date (unless termination is due to default, in which case Section 15’s remedies     may apply and full periodic fees may be charged). If termination occurs     after an invoice has been issued for an upcoming period, and the     termination is a no-fault termination by notice, Eyesite will adjust the     final bill to charge only up to the effective termination date and refund     any excess paid for post-termination period. However, if the Customer     terminates without the required notice or during a minimum term (outside     of a breach by Eyesite), the Customer may still be liable for the balance     of the minimum term or the early termination fee (see Section 3).
• If a Security Bond was held,     Eyesite will account for it as described in Section 7, applying it to     final amounts due and refunding any remainder.
• Each party will return or destroy     (at the other’s option) any confidential information of the other party in     its possession, except to the extent needed for compliance or     record-keeping (and subject to ongoing confidentiality obligations).
• Termination of the Agreement does     not affect any rights and obligations that were intended to survive     termination. This includes payment obligations for amounts due up to     termination, indemnities, limitation of liability provisions, the     guarantee (if any) and any clauses which by their nature or by explicit     statement survive termination.
• If the Agreement is terminated     due to Eyesite’s default (and the Customer has pre-paid any fees for a     period beyond the termination date), Eyesite will refund the pro-rata     portion of fees for services not provided due to early termination. This     will be the Customer’s sole remedy for such termination, aside from any     proven damages if Eyesite’s breach caused loss (subject to limitations in     Section 12).

Aftertermination, if the Customer wishes to re-commence hire of Equipment, a newagreement will need to be entered into (and Eyesite may or may not offer thesame terms).

17.Confidentiality

During thecourse of performing this Agreement, either party may receive or have access toinformation about the other party’s business, operations, customers, ortechnology that is not publicly known and is treated as confidential by thedisclosing party ("Confidential Information"). For example, Eyesitemight learn specifics about the Customer’s security needs or site operations,and the Customer might learn details about Eyesite’s equipment configuration orprocedures.

Both parties agreeto keep all Confidential Information of the other party strictly confidentialand to use it only for the purposes of fulfilling their obligations under thisAgreement. Neither party will disclose the other’s Confidential Information toany third person except:

• with the other party’s prior     written consent;
• to that party’s own employees or     contractors who need to know the information for the performance of     this Agreement (and who are bound by similar confidentiality obligations);
• if required by law, court order,     or any governmental or regulatory authority (provided the disclosing party     gives notice to the other, if legally permitted, so the other party has an     opportunity to seek a protective order or other remedy); or
• if the information has become     public through no breach of this Agreement by the receiving party (for     example, information that is publicly available or was already known to     the receiving party on a non-confidential basis before disclosure).

Each partymust take reasonable steps to protect the confidentiality of the other party’sinformation, at least as rigorously as it protects its own sensitiveinformation. If a party becomes aware of an unauthorized disclosure or use ofthe other’s Confidential Information, it must promptly notify the other partyand cooperate with any remediation efforts.

Thisconfidentiality obligation continues even after the Agreement ends, for so longas the information remains confidential. Improper disclosure of ConfidentialInformation may cause irreparable harm, so both parties agree that the injuredparty may seek injunctive relief to prevent or stop a breach ofconfidentiality, in addition to any other remedies available.

(Note: Theobligations in this section do not prevent Eyesite from using generalknowledge, experience, or skills gained during the project in the course of itsbusiness, as long as no Confidential Information is disclosed. Similarly,aggregate data or learnings that do not identify the Customer can be used byEyesite to improve services.)

18.Privacy and Data Protection

Eyesiterespects your privacy and is committed to protecting any personal informationcollected in connection with the Equipment and Services. In the course of thisAgreement, Eyesite may collect or have access to personal information such ascontact details of the Customer’s representatives, footage or images ofindividuals recorded by surveillance Equipment, or other personal data providedby the Customer.

• Compliance with Privacy Laws: Eyesite will handle all personal     information in accordance with the Australian Privacy Principles and any     applicable privacy legislation. Eyesite’s Privacy Policy (available     upon request or on Eyesite’s website) outlines how personal information is     collected, used, stored, and disclosed. By entering this Agreement, the     Customer consents to Eyesite’s collection and use of personal information     for the purposes of providing the Equipment and Services and enforcing     Eyesite’s rights under this Agreement.
• Use of Surveillance Data: Any video footage, images, or     data captured by the Equipment at the Site will primarily be used for     security and monitoring purposes as intended under this Agreement.     Eyesite’s role (if providing monitoring services) may involve reviewing     and storing such footage. Eyesite will not disclose surveillance footage     or data to third parties except: at the Customer’s direction or request;     as required to provide the service (e.g., using a secure cloud storage     provider); if required by law or law enforcement request (such as     providing footage to police investigating an incident); or as otherwise     permitted by law. Eyesite will take reasonable measures to secure such     data against unauthorized access.
• Customer’s Privacy Obligations: The Customer, as the operator of     surveillance at the Site, also has obligations under privacy laws. The     Customer warrants that it will display any required notices to inform     people of the surveillance (Eyesite supplies standard CCTV warning signs)     and that it has any necessary consents for Eyesite to collect and handle     personal information via the Equipment. The Customer should not request     Eyesite to use or disclose personal information captured beyond what is     allowed by law. The Customer indemnifies Eyesite against any third-party     claims relating to improper handling of personal information at the Site,     except to the extent caused by Eyesite’s breach of its privacy     obligations.
• Data Access and Retention: Generally, any footage or data     collected will be accessible to the Customer (Eyesite can provide access     to stored footage upon request, subject to any applicable fees if special     retrieval is needed). Eyesite will retain surveillance data for the     duration of the Hire Period and for a limited time after (for instance,     footage might be retained for X days unless an incident requires longer     retention) in accordance with its retention policy. Personal contact     information will be retained as long as necessary for administration and     legal compliance (e.g., records of the transaction).
• Destruction/Return of Data: Upon termination of the     Agreement, and completion of any post-termination obligations, Eyesite     will, on request, return or destroy (at the Customer’s choice and subject     to law) any personal information of the Customer held by Eyesite that is     no longer needed. Note that Eyesite may need to retain some information     for legal record-keeping (e.g., invoices, contract copies) which may     include personal details. Surveillance footage will be deleted in the     normal course of business after the retention period unless the Customer     or law enforcement has requested it be preserved due to an incident.

By adheringto these privacy and data protection terms, both Eyesite and the Customer aimto ensure individuals’ privacy rights are respected while effectively using thesecurity services. If the Customer or any individual has questions or requestsregarding personal information, they can contact Eyesite’s privacy officer asspecified in the Privacy Policy.

19. ForceMajeure

NeitherEyesite nor the Customer will be liable for any delay or failure to perform itsobligations (other than an obligation to pay money) under this Agreement ifsuch delay or failure is caused by a Force Majeure Event. A ForceMajeure Event means any event or circumstance beyond the reasonable control ofthe affected party, which prevents or significantly impedes that party’sperformance of the Agreement. Examples include:

• Natural disasters or acts of God     (such as floods, earthquakes, fires, hurricanes or severe storms).
• War, terrorism, civil unrest, or     sabotage.
• Government actions, orders, or     legislation that restrict performance (such as expropriation, embargo,     quarantine, or lockdowns).
• Industrial disputes or strikes     (except strikes by that party’s own employees or contractors) which impact     the ability to perform.
• Failure or disruption of public     utilities or transport networks (such as prolonged power grid failure, or     road closures preventing access to the Site).
• Telecommunications or internet     outages not caused by the affected party, which are necessary for the     Equipment or service to function (for example, a major network outage that     affects all connectivity in the area).

The partyclaiming relief under this clause must:

1.       Notify theother party as soon as reasonably practicable of the Force Majeure Event,describing its nature and expected duration, and the obligations impacted.

2.       Mitigate and Resume: The affected party must take all reasonable steps to mitigate theeffects of the Force Majeure Event and resume full performance as soon aspossible. During the period of impact, the obligations of both parties will beadjusted as necessary (for example, if Eyesite cannot provide monitoring due toa Force Majeure, the Customer’s obligation to pay for that portion may besuspended).

3.       Updates: Keepthe other party reasonably informed about the situation and the steps beingtaken to overcome the Force Majeure Event or to resume performance.

If a ForceMajeure Event continues to prevent performance by one of the parties for anextended period (generally 90 days or more continuously), then eitherparty may terminate this Agreement by giving written notice to the other. Suchtermination will be without fault and without penalty (other than payment forobligations already accrued or partially performed). Eyesite will be entitledto payment for any Equipment hire or services actually provided up to thetermination date, and if any prepayments were made for period beyondtermination, a pro-rata refund will be given.

Importantly,a Force Majeure Event does not excuse the Customer from timely payment forcharges that were incurred prior to the event, nor does it excuse Eyesite fromobligations that were due before the event. It only suspends obligations thatcannot be performed due to the event. Also, the mere shortage of funds oreconomic hardship of a party is not considered a Force Majeure Event (forexample, the Customer cannot claim inability to pay due to financial issues asForce Majeure).

Both partiesshall use their best efforts to work around the Force Majeure Event (wherepossible) and keep the other informed so that disruption is minimized.

20.Dispute Resolution

In the eventthat any dispute arises between Eyesite and the Customer in connection withthis Agreement or the provision of Equipment/Services, the parties agree toattempt to resolve the dispute in good faith according to the following processbefore resorting to legal proceedings (except as allowed below):

1.       Notice of Dispute: A party claiming that a dispute has arisen must give the other party a writtennotice of dispute. This notice should provide details of the issue,including any relevant facts, contractual provisions involved, and the outcomedesired. The dispute will be deemed to be on foot from the date the notice isreceived by the other party.

2.       Internal Discussions: Within 7 days of receiving the notice of dispute, seniorrepresentatives of both parties (for example, a manager from Eyesite and amanagement representative of the Customer) must meet or confer (in person or byteleconference/videoconference) to discuss the dispute. This meeting isintended to be a "without prejudice" discussion, meaning the contentof the talks cannot be later used as evidence if the dispute goes to court,allowing for open communication. The parties will try to negotiate a resolutionor at least clarify the issues during this meeting.

3.       Further Negotiation: If the dispute is not resolved at the initial conference, the partiesshall continue to negotiate in good faith and use reasonable efforts to resolvethe dispute. This may include further meetings, exchange of written proposals,or escalation to higher-level executives. They may also mutually agree toengage an impartial mediator to facilitate resolution (though mediation is notmandatory under this clause, it can often be helpful – costs of a mediatorwould typically be shared).

4.       Conclusion of Process: If the dispute has not been resolved within 14 days after thenotice of dispute was given (or a longer period agreed in writing by theparties), then either party is free to commence legal proceedings in a court ortribunal of competent jurisdiction to resolve the matter.

UrgentRelief: Nothing inthis dispute resolution clause prevents either party from seeking urgentinterlocutory relief (such as an injunction) from a court at any time ifnecessary to protect that party’s rights or assets. For example, Eyesite couldseek an injunction to prevent the Customer from selling or hiding Equipment ifthat were a risk, or the Customer could seek an injunction to prevent Eyesitefrom wrongly removing equipment if that scenario arose. Seeking such urgentrelief will not be deemed a breach of the obligation to resolve disputes ingood faith.

ContinuedPerformance: Duringthe dispute resolution process, and to the extent possible, the parties mustcontinue to perform their obligations under this Agreement. The existence of adispute does not allow the Customer to withhold payments or for Eyesite to stopproviding services (unless the issue at hand legitimately prevents performanceor unless there is a safety or legal reason to suspend, or a right to suspendunder Section 15 has been invoked).

The goal ofthis clause is to promote communication and potentially a quick resolutionbefore costs and time are spent on litigation. Any settlement reached should bedocumented in writing and signed by both parties. If the dispute proceeds tocourt, the jurisdiction and governing law provisions in Section 21 will apply.

21.General Provisions

EntireAgreement: ThisAgreement (together with any associated hire schedules, proposals, or writtenaddenda signed by both parties) constitutes the entire agreement betweenEyesite and the Customer regarding the hire of Equipment and provision ofrelated Services. It supersedes all prior discussions, negotiations,understandings, or agreements on the subject matter. No additional or differentterms (for example, terms contained in a purchase order or emailcorrespondence) shall have any force unless expressly agreed in writing byEyesite as an amendment to this Agreement.

Amendments: This Agreement can only be amended orvaried by a document in writing signed by both parties (or by an exchange ofcorrespondence clearly indicating mutual agreement to the changes). Mere delayor failure to enforce any right, or any verbal statements, do not constitute anagreement to vary these terms.

No Waiver: If either party fails to enforce anyterm or condition of this Agreement, or delays in enforcing it, this shallnot operate as a waiver of that term or of the right to enforce it later.Similarly, any single or partial exercise of a right does not prevent furtherexercise of that or any other right. A waiver of a breach will not be a waiverof any other breach. Any waiver of a right or term under this Agreement must bein writing and signed by the party granting the waiver to be effective.

Severability: If any provision of this Agreement isheld by a court or tribunal of competent jurisdiction to be illegal, invalid,or unenforceable, that provision will be severed from this Agreement. Theremaining provisions will remain in full force and effect. The parties shall endeavourto replace any invalid provision with a valid one that as closely as possibleachieves the intended commercial result of the original.

Assignment: The Customer may not assign,transfer, or novate its rights or obligations under this Agreement to any otherperson or entity without the prior written consent of Eyesite. Suchconsent will not be unreasonably withheld, but Eyesite may require any proposedassignee to undergo credit checks or sign an acknowledgement of these terms.Eyesite may assign or transfer its rights or obligations under this Agreement (forexample, as part of a business sale or to a related company) by providing atleast 14 days’ notice to the Customer. Eyesite may also subcontract itsobligations (for example, engage a contractor for installation or monitoring),but Eyesite will remain responsible for the performance of any subcontractor.This Agreement is binding on the parties’ respective successors and permittedassigns.

Time ofEssence: Time is ofthe essence in respect of the Customer’s obligations to pay amounts due and toperform any obligation by a specified date or timeframe. This means that it isa fundamental condition that deadlines are met, and failure to do so will beconsidered a material breach (subject to any grace periods explicitly stated inthe Agreement). For other obligations of both parties (where time is notspecified), they must be carried out within a reasonable time.

GoverningLaw: This Agreementis governed by the laws of the State of Queensland, Australia. Theparties agree that any legal proceedings arising in connection with thisAgreement will be brought in the courts of Queensland (or, if appropriate, inthe Federal Court of Australia sitting in Queensland). Each party submits tothe exclusive jurisdiction of those courts and waives any right to claim thatsuch courts are an inconvenient forum.

Securityof Payment Legislation: The Customer acknowledges that any invoice issued by Eyesite for HireFees or Associated Fees under this Agreement may be deemed a payment claim madepursuant to applicable security of payment legislation (for example, the BuildingIndustry Fairness (Security of Payment) Act 2017 (Qld)), where relevant.Eyesite reserves the right to endorse invoices as payment claims and toexercise rights under that legislation in the event of non-payment, regardlessof any dispute (noting the Customer’s right to issue payment schedules ornotices of dispute under that legislation if applicable).

NoSet-off: The Customeris not entitled to set off any amount owing to it by Eyesite against any amountpayable by the Customer to Eyesite under this Agreement, unless otherwiseagreed by Eyesite in writing. All payments by the Customer must be made in fullwithout any deduction or withholding other than as required by law.

Relationshipof Parties: Therelationship between Eyesite and the Customer is that of independent contractorand client. Nothing in this Agreement is to be taken as constituting theparties as partners, agents (except as Eyesite may be an agent for the limitedpurpose of retrieving its property), or creating any other joint relationship.Neither party has the authority to bind the other to any obligation to a thirdparty (except that Eyesite’s agents may act to recover Equipment as authorizedhere).

Notices: Any formal notice or communicationrequired under this Agreement (excluding routine operational communications)must be given in writing and delivered to the recipient’s address or email asset out in the hire documentation or as later notified. Notices are deemedreceived: if delivered by hand, on delivery; if sent by prepaid post, 2business days after posting (or 5 business days if sent to/from an addressoutside Australia); if sent by email, when the email is successfully deliveredto the recipient’s server and no bounce or error is received (provided theemail is sent before 5pm on a business day, otherwise on the next businessday). It is the sender’s responsibility to retain proof of sending.

Executionin Counterparts:(Applicable if a signed agreement is produced) This Agreement may be signed incounterparts, meaning each party can sign a separate copy and all copiestogether count as one document. Signatures delivered electronically (such asvia email PDF or electronic signing platforms) are binding as originals.

Authority: Each person signing or accepting thisAgreement on behalf of a party warrants that they have the full authority tobind that party to these terms.

By signing the Eyesite Proposal Electronically you agree to these terms and conditions.

For further information or queries, contact: Eyesite
A Division of Kada Technologies
1300 EYE SITE | sales at eyesite.com.au | www.eyesite.com.au

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