Terms & Conditions

1. Background

1.1 General

(a) In consideration of the Customer paying the Price, Kallipr agrees to provide the Hardware and the Software (as applicable) to the Delivery Location by the Delivery Date to the Customer in accordance with these Terms.

(b) These terms and conditions apply to any Hardware and Software that Kallipr supplies to the Customer (Terms). By receiving any Hardware or Software from Kallipr, the Customer confirms that it has read, understood and agreed to these Terms.

(c) In these Terms, Kallipr means Kallipr Pty Ltd ACN 619 635 924 providing Hardware and Software under these Terms. Customer means the person(s) under the Purchase Order who is receiving the Hardware or Software from Kallipr.

1.2 Inconsistency

(a) The following documents will form the agreement between the parties:

(i) these agreed terms; and

(ii) each Order,

and any ambiguity or discrepancy between the documents will be resolved and interpreted according to the same order of preference as the documents are listed above, with the documents higher in the list having higher priority.

(b) The parties agree that any terms attached to or referenced in a Order have no effect and these Terms will be the sole terms of such Order.

2. Hardware

2.1 General

(a) Kallipr agrees to supply the Hardware to the Customer on these Terms.

(b) The Hardware supplied to the Customer by Kallipr pursuant to these Terms must:

(i) be of merchantable quality;

(ii) be manufactured using new, or of a quality equivalent to new, components;

(iii) be free from material defects in design, materials and workmanship;

(iv) comply with the Specifications; and

(v) comply with all applicable laws or regulatory requirements.

(c) Kallipr must ensure that the Hardware is properly packed and secured in a manner to enable it to reach the Delivery Location in good condition.

(d) Kallipr must provide the Customer with any Documentation relevant to the Hardware on or before Delivery.

2.2 Variations

(a) If the Customer wishes to vary the Hardware to be provided under these Terms, it may submit a Variation request to Kallipr setting out the changes requested.

(b) Within a reasonable time of receiving a Variation request, Kallipr will provide a proposal for performing the Variation to the Customer including the proposed scope of the Variation, the time expected to complete the Variation and any revised Price or additional costs or expenses.

(c) Kallipr is not required to perform a proposed Variation unless agreed (including as to any increase to the Price) in writing.

2.3 Acceptance and defective Hardware

(a) The Customer must inspect all Hardware on Delivery and give Kallipr written notice within 2 Business Days if the Customer reasonably considers there is any defect or damage to the Hardware or its packaging, shortage in quantity or failure to comply with these Terms, or in the case of any latent defect, notice must be given within 48 hours of the latent defect becoming apparent. Failure to give notice within the time periods set out in the clause will constitute deemed acceptance.

(b) If any Hardware delivered to the Customer does not comply with these Terms, then the Customer may give notice rejecting that Hardware, upon which Kallipr shall (at its election):

(i) repair or replace the rejected Hardware at Kallipr’ risk and expense; or

(ii) repay the Price of the rejected Hardware in full to the Customer.

c) Kallipr will not be liable for any Hardware under clause 2.3(b) if:

(i) the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or

(ii) the Hardware differs from the Specification as a result of changes made to ensure the Hardware complies with applicable laws or regulatory requirements.

(d) These Terms apply to any repaired or replacement Hardware supplied by Kallipr.

2.4 Title and risk

(a) Risk in the Hardware will pass to the Customer upon Delivery.

(b) Title in the Hardware will not pass to the Customer until Kallipr receives payment in full for the Hardware.

3. Software

3.1 General

(a) During the Software Term, Kallipr grants the Customer a royalty-free (subject to payment of the Price), non-exclusive, non-sublicensable, non-transferable right to access and use the Software for its own internal business purposes.

(b) Kallipr may upgrade, enhance or otherwise modify the Software at no cost to the Customer in its discretion.

(c) To the extent that the Customer requests Kallipr to provide any additional functionality for the Software, this will be subject to agreement of the parties (including as to Price).

(d) Except as otherwise provided for in these Terms, the Customer is solely responsible for organising and managing any connectivity services required with respect to the Software (if any).

(e) To the extent that the Customer’s usage of the Software exceeds any usage limitations, the Customer must pay Kallipr for such additional usage costs on demand.

(f) The Customer acknowledges that the Software is and remains at all times the property of Kallipr or the third party suppliers (as the case may be) and nothing in this document affects ownership of the Software by Kallipr or the third party suppliers.

3.2 Use of the Software

In accessing and using the Software, the Customer must:

(a) comply with all reasonable directions issued by Kallipr from time to time;

(b) comply with all applicable laws, regulations, rules and codes of conduct;

(c) take all reasonable steps to prevent any unauthorised access or use of the Software;

(d) not do anything which contravenes any person’s rights including intellectual property rights;

(e) not use the Software in any way that is defamatory, offensive, inappropriate, harassing, obscene or otherwise unsolicited;

(f) not do anything which Kallipr reasonably considers to be an unacceptable use of the Software; and

(g) comply with and accept any End User Terms.

3.3 Warranties

Kallipr warrants that:

(a) the Software will:

(i) be provided with due care and skill in a professional and efficient manner;

(ii) be provided to meet or exceed the Service Levels;

(iii) be free from material defects;

(iv) comply with any Specifications; and

(v) comply with all applicable laws and regulatory requirements;

(b) any upgrades, enhancements or other modifications to the Software during the Term will not adversely affect any material functionality, compatibility or performance of such Software;

(c) the Customer’s use of the Software in accordance with these Terms will not violate or infringe upon any third party intellectual property rights; and

(d) Kallipr has the right to grant the Customer the licence to use the Software under clause 3.1(a).

3.4 Suspension

(a) Provided that Kallipr gives the Customer reasonable prior written notice (and subject always to clause 3.4(b)), the Customer acknowledges that access to the Software may be suspended by Kallipr if the Customer materially breaches clause 3.2 or clause 7.3.

(b) Kallipr will not be required to give prior notice under clause 3.4(b) (but will be required to give notice immediately to the Customer on suspension) where Kallipr, acting reasonably, forms the view that any delay in suspending the Software may result in Kallipr suffering material damage or liability.

4. Delivery

4.1 General

(a) Kallipr shall use its reasonable endeavours to deliver the Hardware and Software to the Customer by the Delivery Date.

(b) Delivery of the Hardware and Software is complete upon delivery of the Hardware and Software to the Delivery Location (Delivery).

4.2 Delays

(a) If Kallipr, having taken all reasonable steps to mitigate and overcome the delay, will not be able to provide the Hardware by the Delivery Date due to:

(i) an act, omission, or breach of these Terms, by the Customer or any of its Personnel;

(ii) Force Majeure Event; or

(iii) a Variation,

(each a Delay Event), it will be entitled to an extension to the Delivery Date to the extent of the delay due to the Delay Event.

(b) As soon as reasonably practicable after becoming aware of the Delay Event, Kallipr must notify the Customer in writing setting out:

(i) the facts of the causation and of the delay; and

(ii) the steps Kallipr has taken to mitigate and overcome the effects of the Delay Event.

5. Price

5.1 General

(a) The Customer will pay Kallipr the Price in respect of the supply of the Hardware and Software. The Price is exclusive of GST and other similar taxes and surcharges and net of withholding or other similar taxes.

(b) Kallipr will be entitled to invoice the Customer for the Hardware and Services on or at any time after the Commencement Date.

(c) The Customer must pay all invoices in accordance with the Payment Terms and the relevant terms of each invoice.

5.2 Disputed invoices

If the Customer disputes any invoice or other statement of monies due, the Customer must notify Kallipr in writing as soon as reasonably practicable. The parties will negotiate in good faith to attempt to resolve the dispute promptly. Kallipr must provide all evidence as requested by the Customer on demand to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within 30 days of the Customer giving notice to Kallipr, the dispute will be resolved in accordance with clause 11. The Customer will not be required to pay an invoice that has been disputed in good faith until the dispute has been resolved. Where only part of an invoice is disputed, the undisputed amount must be paid in accordance with 5.1(b).

6. Term and termination

6.1 Term

These Terms will continue for the Term, unless terminated under clause 6.2.

6.2 Termination for cause

A party may terminate these Terms immediately on written notice to the other party if the other party:

(a) is in material breach of these Terms and (where capable of remedy) has failed to remedy such breach within 20 Business Days of being advised in writing of such breach by the party; or

(b) suffers an Insolvency Event.

6.3 Obligations on termination

(a) On termination of these Terms:

(i) the Customer must pay Kallipr for any Hardware it has provided up to the date of termination for which Kallipr has not been paid; and

(ii) the Customer must immediately pay any outstanding, undisputed invoices;

(iii) Kallipr will cease providing the Software and the the licence granted under clause 3.1(a) will immediately be at an end;

(iv) provided that the Customer makes a request to Kallipr in writing within 30 days of termination or expiry, Kallipr must at the Customer cost return, destroy or permanently erase (as directed in writing by the Customer) any Customer Data, provided Kallipr may retain any Customer Data that is archived or otherwise backed-up in the ordinary course of its business or required to be retained by law and the obligations in clause 8 will continue to apply to that Customer Data until such time as it is returned or destroyed;

(v) each party must return, destroy or permanently erase (as directed in writing by the other party) any Confidential Information of the other party; and

(vi) each party much cease using the other party’s Confidential Information and Intellectual Property Rights with the exception of the Created IP which will remain governed by clause 7.2.

(b) Termination of these Terms will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination

6.4 Survival

Clauses 2.3, 5.2, 6.3, 7 to 9 and 11 to 13 survive the expiry or termination of these Terms.

7. Intellectual Property Rights

7.1 Background IP

(a) The Customer acknowledges that all Kallipr IP is and remains the exclusive property of Kallipr or, where applicable, the third party licensor from whom Kallipr derives the right to use them.

(b) Kallipr acknowledges that all Customer IP is and remains the exclusive property of the Customer or, where applicable, the third party licensor from whom the Customer derives the right to use them.

7.2 Ownership of Created IP

(a) The parties agree that all Intellectual Property Rights arising under or in connection with these Terms (excluding any Kallipr IP, Customer IP or Third Party IP) (Created IP) are and shall remain the property of Kallipr.

(b) The Customer must do all things that the other party reasonably requires to perfect Kallipr’ right, title and interest in and to the Created IP.

(c) Kallipr grants to the Customer an irrevocable, non-exclusive, royalty-free, non-transferable, perpetual right to use Kallipr IP and Created IP for the sole purpose of receiving the full benefit of the Hardware.

(d) Nothing in these Terms has the effect of assigning or purporting to assign to another party any Kallipr IP, Customer IP or Third Party IP.

(e) Each party shall use reasonable endeavours to prevent any infringement of the other party’s Intellectual Property Rights and shall promptly report to the other party any such infringement that comes to its attention.

7.3 Customer Data

(a) As between the parties, title to, and all Intellectual Property Rights associated with, the Customer Data vests in the Customer upon creation, and Kallipr absolutely and unconditionally assigns, and must procure that Kallipr and its Personnel assign, to the Customer all Intellectual Property Rights associated with the Customer Data that vests in Kallipr immediately upon creation, free of all encumbrances and third party rights.

(b) The Customer:

(i) grants to Kallipr a royalty-free, non-exclusive, non-transferable licence for the Term to use the Customer Data only to the extent required to perform its obligations under an Order. This licence may be sublicensed by Kallipr for the purpose set out in the foregoing to any third party supplier, but otherwise does include the right to grant a further sub-licence to any other party, except with the prior written consent of the Customer which must not be unreasonably withheld; and

(ii) agrees and acknowledges that Kallipr:

(A) is not responsible for the back-up of any Customer Data in connection with the Software; and

(B) will not liable to the Customer for any loss, destruction or other damage caused by the Customer failing to back-up the Customer Data.

7.4 Restrictions

Without limiting anything else in these Terms, the Customer agrees not to:

(a) create or attempt to create by reverse engineering, disassembly, decompilation or otherwise Kallipr’s products (including without limitation the Hardware and the Software), services, internal structure, or any part or combination thereof from any object code or information that may be made available to it, or aid, abet or permit others to do so;

(b) copy, rent, lease, distribute (except as permitted by this document), pledge, assign or otherwise transfer or encumber rights to or in the Hardware or the Software;

(c) remove any identification or notices of any proprietary or copyright restrictions from the Hardware, the Software or any Documentation;

(d) replicate Kallipr’s products or services, develop any derivative works thereof or include any portion of Kallipr’s products or services including without limitation the Hardware or the Software;

(e) develop any other products containing any of the concepts and ideas contained in Confidential Information or Kallipr’s Intellectual Property Rights;

(f) develop methods to enable unauthorised parties to use Kallipr’s products or services including without limitation the Hardware and the Software; or

(g) do anything to exploit (including without limitation commercially exploit) the Hardware or the Software in any way.

8. Confidentiality

8.1 Obligations of confidence

Each party agrees to, and shall ensure each of its officers, employees and contractors:

(a) hold in strict confidence all Confidential Information of the other party;

(b) use the Confidential Information solely to perform or to exercise its rights under these Terms; and

(c) not transfer, display, convey or otherwise disclose or make available all or any part of such Confidential Information to any third party; and

(d) use its best endeavours, including keeping such information in a safe place and implementing adequate security measures, to ensure that all Confidential Information is secure from unauthorised use, disclosure or copying by third parties.

8.2 Exclusions

The obligations in clause 8.1 do not apply:

(a) to the extent necessary to enable disclosure required by law;

(b) to any disclosure agreed in writing between the parties; or

(c) where the Confidential Information has entered the public domain other than as a result of a breach of these Terms.

8.3 Injunctive relief

Each party acknowledges that:

(a) the other party may suffer financial and other loss and damage if any unauthorised act occurs in relation to that party’ Confidential Information or Intellectual Property Rights, and that monetary damages would be an insufficient remedy; and

(b) in addition to any other remedy available at law or in equity, that party is entitled to injunctive relief to prevent a breach of, and to compel specific performance of clauses 3 and 7.3.

9. Limitation of liability

9.1 General

This clause 9 sets out the entire financial liability of the parties (including any liability for the acts or omissions of their Personnel) to each other in respect of:

(a) any breach of these Terms;

(b) any use made of the Hardware or the Software; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

9.2 Hardware Warranty

The Customer acknowledges and agrees that:

(a) the Hardware supplied are subject to the terms and conditions set out in the Hardware Warranty;

(b) subject to the remainder of this clause, the Hardware Warranty will commence from earlier of:

(i) 6 months after the date the Customer purchases the Hardware from Kallipr; and

(ii) the date the Hardware is Activated by the Customer;

(c) where the Hardware is covered by an original manufacturer’s warranty, Kallipr shall provide all reasonable assistance in bringing a claim under such warranty;

(d) in all circumstances, Kallipr is only responsible for the cost of complying with its obligations under the Hardware Warranty and the costs of shipping any replacement Hardware to the Customer (if any). All other costs associated with the Hardware Warranty, including without limitation costs of removal, demobilisation, provision to Kallipr and re-installation of the relevant Hardware, are the responsibility of the Customer and Kallipr may recover any such costs incurred by Kallipr from the Customer on demand.

9.3 Exclusion of liability

(a) Except for the warranties expressly set out in these Terms, Kallipr makes no warranties with respect to any Hardware or Software and disclaims all statutory or implied warranties, including without limitation, warranties of merchantability, fitness for a particular purpose, or arising from a course of dealing or usage of trade and any warranties of non-infringement.

(b) As far as the law permits and unless otherwise specified in these Terms:

(i) all liability to a party for any injury, loss damage, cost or expense relating to or arising from these Terms, except to the extent that the injury, loss, damage, cost or expense arises from the negligent act or omission of a party, is excluded;

(ii) the Customer shall be solely responsible, as against Kallipr, for any opinions, recommendations, or other conclusions made or actions taken by the Customer or any other third party based (wholly or in part) on the results obtained from the Customer’s use of the Hardware and the Software;

(iii) Kallipr makes no representations and provides no warranties:

(A) that the Software will be uninterrupted, error free, free of all defects, secure, timely, meet the Customer’s requirements or be fit for any particular purpose or function other than as specified in the relevant Order;

(B) that the Software will not contain viruses or other malicious software, code or scripts;

(C) that the Software will be available at all times;

(D) that the Documentation is complete, accurate or sufficient to explain the Software; or

(E) about the suitability or performance of any third party service provider referred to the Customer by Kallipr;

(iv) Kallipr shall have no liability for any loss or damage caused by:

(A) errors or omissions in any information or instructions that the Customer provides to Kallipr in connection with the Hardware or the Software;

(B) the integration and installation of the Hardware or the Software with any other equipment of any kind whatsoever;

(v) to the extent that any liability arises under these Terms in relation to the Service Levels, the parties agree that any service credits set out in the relevant Order (if any) will be the Customer’s sole and exclusive remedy as against Kallipr for such liability; and

(vi) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from these Terms.

9.4 Maximum liability

The total liability of Kallipr to the Customer arising out of or in connection with these Terms (whether under contract, in tort (including negligence), under an indemnity or otherwise at law or in equity) is limited to the Price actually paid to Kallipr by the Customer under the relevant Order.

9.5 Consequential Loss

To the extent permitted by law, neither party nor any of its Personnel shall be liable to the other party for any Consequential Loss.

9.6 Mitigation

Each party must mitigate any loss they suffer as a result of the breach by the other party to these Terms or any warranty or indemnity provided under these Terms.

9.7 Australian Consumer Law

If the Australian Consumer Law applies to the supply of goods or services under these Terms, Kallipr acknowledges and agrees that its goods and services come with a guarantee that cannot be excluded under the Australian Consumer Law, and that the following mandatory notice under section 102(1) of the Australian Consumer Law that must be provided to the Customer will apply:

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

  • to cancel your service contract with us; and
  • to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service

9.8 UK and EU consumer laws

If, at the time of purchase, the Customer is located in the United Kingdom (UK) or European Union (EU), the Customer acknowledges that the provisions of this clause 9 are separate to any of the Customer’s statutory rights under UK law and/or EU law or the domestic laws of the relevant country of the Customer’s location being the UK or an EU member state (if any) which are incapable of being excluded pursuant to clause 9.3(a). These may include:

(a) a right to elect that the domestic local laws of the Customer’s country of residence shall apply to the original contract between Kallipr and the Customer; and/or

(b) the right to a ‘cooling off period’ of 14 days after the date of purchase in which the Customer may return the Hardware and Software bought, if unopened, for a full refund.

9.9 US consumer laws

If, at the time of purchase, the Customer is located in the United States of America, the Customer acknowledges that the provisions of this clause 9 will be subject to any applicable consumer laws of the United States of America and any applicable state or local law (if any) which are incapable of being excluded pursuant to clause 9.3(a).

9.10 NZ consumer laws

If, at the time of purchase, the Customer is located in New Zealand, the Customer acknowledges that the provisions of this clause 9 will be subject to any applicable consumer laws of New Zealand and any applicable regional law (if any) which are incapable of being excluded pursuant to clause 9.3(a).

10. Force Majeure

10.1 General

Neither party shall be liable for any delay or failure to perform its obligations pursuant to these Terms if such delay is due to an event of Force Majeure.

10.2 Notification

(a) If a Force Majeure occurs, the party that is or may be delayed in performing its obligations under these Terms (Affected Party) shall notify the other party without delay giving the full particulars of the Force Majeure and must use its best endeavours to remedy the situation without delay.

(b) When the Affected Party is no longer delayed in performing its obligations under these Terms, the Affected Party must provide notice to the other party without delay of the cessation of the Force Majeure.

(c) Following notice under clause 10.2(b), the parties must meet without delay to agree a mutually acceptable course of action to minimise any effects resulting from the Force Majeure.

10.3 Termination

Either party may terminate these Terms on written notice to the other party if a Force Majeure continues for a continuous period of 30 days.

11. Dispute Resolution

(a) Neither party may commence court proceedings concerning any dispute between the parties arising out of or in relation to these Terms (Dispute), unless the party starting the proceedings has complied with this clause 11.

(b) A party claiming that a Dispute has arisen must notify the other party in writing, specifying the nature of the Dispute (Dispute Notice).

(c) Following the Dispute Notice being given, a senior representative of both parties with authority to resolve the Dispute must endeavour in good faith to resolve the Dispute within 14 calendar days.

(d) If the Dispute is not resolved within 14 days of the Dispute Notice being given, the parties must endeavour in good faith to resolve the Dispute by mediation as follows:

(i) if the parties fail to agree on the appointment of a mediator within 21 days of the Dispute Notice being given, either party may apply to the President of the Law Society of Queensland or the nominee of the President to nominate a mediator (which nomination the parties must accept);

(ii) if the mediator accepts the appointment, the parties must comply with the mediator’s instructions;

(iii) if the Dispute is not resolved within 21 days of the appointment of a mediator, the mediation ceases;

(iv) the parties will be jointly responsible for the fees of the mediation, and each party is to bear their own costs in relation to the mediation;

(v) the mediation will be held in Brisbane, Queensland;

(vi) the parties may be legally represented at the mediation; and

(vii) the mediation will not be bound by the rules of natural justice and may discuss the Dispute with a party in the absence of any other party and their advisers.

(e) Nothing in this clause 11 prevents a party from seeking urgent interlocutory relief in a court.

12. General

12.1 Amendments

This document may only be amended by written agreement between all parties.

12.2 Governing law and jurisdiction

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

12.3 Assignment

Neither party may assign, novate, subcontract or otherwise transfer, in whole or in part, any of its rights and obligations under these Terms without the prior written consent of the other party.

12.4 Severability

A clause or part of a clause of these Terms that is illegal or unenforceable may be severed from these Terms and the remaining clauses or parts of the clause of these Terms continue in force.

12.5 Entire agreement

This document supersedes all previous agreements about its subject matter. This agreement embodies the entire agreement between the parties.

12.6 Further assurances

Each party must do all things reasonably necessary to give effect to these Terms and the transactions contemplated by it.

12.7 Costs

Each party bears its own costs in relation to the preparation of these Terms.

12.8 No waiver

(a) The failure of a party to require full or partial performance of a provision of these Terms does not affect the right of that party to require performance subsequently.

(b) A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.

(c) A right under these Terms may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.

12.9 Notices

(a) A notice, consent or communication under these Terms must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be given and delivered by hand, sent by prepaid mail or sent by email to that person’s address as specified in the Parties section of these Terms or as the person notifies the sender.

(b) A notice, consent or communication is given and received:

(i) if it is hand delivered, on the day it is given;

(ii) if it is sent by post, three Business Days after posting (if within Australia) or seven Business Days after posting (if outside Australia); and

(iii) if it is sent by email, that day, if the time of departure from the sender’s mail server is before 5.00pm on a business day, or the next Business Day in any other case, unless the sender receives an automated message generated by the recipient’s mail server (other than an ‘out of office’ message or other response generated by or at the instigation of the recipient) that the email has not been delivered within two hours.

12.10 Counterparts

This document may be signed in two or more counterparts and all counterparts together will be read as one document.

13. Defined terms & interpretation

13.1 Defined terms

In these Terms:

Activated has the meaning given to that term in the Hardware Warranty.

Affected Party has the meaning given to that term in clause 10.2(a).

Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth).

Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.

Claims means all losses, liabilities, demands, claims, demands, suits, litigation, costs and expenses of any kind.

Commencement Date means:

(a) the commencement date set out in an Order; and

(b) otherwise, the date that Kallipr agrees to provide an Order.

Confidential Information means any information:

(a) relating to the business and affairs of a party;

(b) relating to the customers, clients, employees, sub-suppliers or other persons doing business with a party;

(c) relating to these Terms;

(d) relating to the Intellectual Property Rights of a party;

(e) which is by its nature confidential;

(f) which is designated as confidential by a party; or

(g) which the other party knows or ought to know, is confidential,

and includes all trade secrets, knowhow, marketing, financial and customer information, forecasts, and strategies and any other commercially valuable information of a party.

Consequential Loss means any consequential, special, indirect or incidental loss including without limitation loss of profit, loss of revenue, business interruption, loss of business, loss of opportunity, loss of reputation or loss in connection with breach of third party contracts or arrangements.

Contract Details means the contract details section of these Terms. Created IP has the meaning given to that term in clause 7.2(a).

Customer Data means:

(a) data owned or supplied by the Customer to which Kallipr is provided access to in connection with the Software; and

(b) data generated, compiled, arranged or developed by either the Customer or Kallipr in connection with the Software that relates to the Customer or its use of the Software.

Customer IP means any Intellectual Property Rights owned by the Customer as at the Commencement Date or which are created or derived by the Customer independently of these Terms and includes all Improvements to such Intellectual Property Rights.

Delay Event has the meaning given to that term in clause 4.2(a).

Delivery has the meaning given to that term in clause 4.1(b) and Delivered has a corresponding meaning.

Delivery Date means the delivery date set out in an Order.

Delivery Location means the delivery location set out in an Order, unless otherwise agreed between the parties.

Dispute has the meaning given to that term in clause 11(a).

Dispute Notice has the meaning given to that term in clause 11(b).

Documentation means any Specifications, user instruction manuals, technical literature and all other related materials in human-readable or machine-readable forms related to the Hardware and the Software, and supplied by Kallipr.

End User Terms means any terms and conditions governing access to and use of the Software as notified by Kallipr or a third party supplier from time to time, or as otherwise set out on Kallipr’s website at https://www.Kallipr.com/ and amended from time to time.

Force Majeure Event means an act of God, national emergency, terrorist act, sabotage, flood, storm, earthquake, fire, explosion, pandemic, epidemic, civil disturbance, insurrection, riot, war, industrial action, lockout, rebellion, quarantine, embargo, other similar governmental action or a general and continued energy shortage, power or utilities interruption or failure or any act or omission of the Customer.

Hardware means the hardware set out in an Order (if any).

Hardware Warranty means the warranty given by Kallipr with respect to the Hardware as set out on its website at https://www.Kallipr.com/ and amended from time to time.

Improvements means any modification, enhancement, extension, adaptation, development of, applications of, mutations, improvement or other technical advance to a technology, material, document, software or other substance in whatever form.

Insolvency Event means any of the following events concerning a party:

(a) if an administrator, liquidator, receiver, receiver and manager or other controller is appointed to, or over, any of the property or undertaking of the party;

(b) if the party is unable to pay their debts when they become due and payable;

(c) if the party ceases to carry on business; or

(d) if any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.

Intellectual Property Rights means all industrial and intellectual property rights throughout the world, whether registered, unregistered or unregistrable, including all copyrights, patents, trademarks, service marks, designs, confidential information, trade secrets, know how, data and databases, systems and domain names.

Kallipr IP means any Intellectual Property Rights owned by Kallipr as at the Commencement Date or which are created or derived by Kallipr independently of these Terms and includes all Improvements to such Intellectual Property Rights.

Order means an order issued by or on behalf of the Customer to Kallipr requesting Kallipr to provide Hardware and Software.

Payment Terms means:

(a) the payment terms set out in each invoice issued by Kallipr pursuant to these Terms; and

(b) in all other circumstances, within 14 days of receipt of the invoice.

Personnel means a party’s directors, officers, employees, agents and contractors, as the context permits.

Price means the price set out in an Order.

Service Levels means the service levels to which Kallipr warrants that the Software will perform as set out on Kallipr’s website at https://www.Kallipr.com/ and amended from time to time.

Software means the software set out in an Order (if any).

Software Term means:

(a) the term for the provision of the Software set out in an Order; and

(b) otherwise, 12 months.

Specifications means the specifications relevant to the Hardware set out in an Order.

Term means:

(a) with respect to the Hardware, the term commencing on the Commencement Date and ending on the date that Delivery of the Hardware is completed; and

(b) with respect to the Software, the term commencing on the Commencement Date and ending on the expiry of the Software Term.

Terms has the meaning given to that term in clause 1.1(b).

Third Party IP means Intellectual Property Rights proprietary to third parties (including open-source software) which are utilised by Kallipr or the Customer, as the case may be.

Variation means any variation, change, alteration, modification, addition, or omission to the character, quantity, quality or nature of the Hardware.

13.2 Interpretation

In these Terms:

(a) a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, these Terms and references to these Terms include any schedules or annexures;

(b) terms defined in the Parties and Contract Details sections shall have the meaning set out therein;

(c) a reference to a party to these Terms or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns;

(d) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(e) a reference to a document or agreement (including a reference to these terms) is to that document or agreement as amended, supplemented, varied or replaced;

(f) a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

(g) if any day on or by which a person must do something under these Terms is not a Business Day, then the person must do it on or by the next Business Day;

(h) a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity;

(i) a reference to ‘$’ or ‘dollar’ is to Australian currency; and

(j) the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’, or ‘for example’ (or similar phrases) do not limit what else might be included.