Terms & Conditions

Welcome to ManuFlo. Below you’ll find the legal terms that govern your use of our products, services, and platform.

We believe in transparency and clarity. Whether you’re purchasing equipment, trialling a new product, or accessing our cloud services, it’s important you understand the terms that apply.

Please read the following carefully:

Terms & Conditions of Sale

1. Definitions

1.1 In these Terms and Conditions of Sale:

(a) “Agreement” means the agreement for supply of Equipment and/or Services between Manu Electronics and the Customer of which these “Terms and Conditions of Sale” form part.

(b) “Australian Consumer Law” means schedule 2 of the Competition and Consumer Act 2010 (Cth).

(c) “Charges” include all monies payable by the Customer to Manu Electronics in relation to the supply of Equipment or Services.

(d) “Customer” means the Customer named on the Quotation and includes the Customer’s agents and permitted assigns.

(e) “Documentation” means the data sheets and user manuals containing information about the technical quality of the Equipment purchased from the Customer and their safe use to be used by the Customer for this purpose as made available to the Customer, including on the Website, from time to time.

(f) “Equipment” means the goods agreed to be supplied by Manu Electronics to the Customer as set out in each Quotation, and includes parts and supplies which may subsequently be supplied under any warranty given in relation to the Equipment.

(g) “Ex works” has the same meaning as is ascribed to that term in Incoterms 2020.

(h) “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.

(i) “Manu Electronics” and “ManuFlo” means ManuFlo Pty Ltd ACN 652 812 292, its agents and assigns.

(j) “Price” means the price payable for the Equipment as set out in a Quotation.

(k) “Quotation” means a written quotation or purchase order issued by Manu Electronics which sets out the agreed terms of the supply of Goods and/or Services .

(l) “Services” means any services provided by Manu Electronics to a Customer as set out in an accepted Quotation.

(m) “Website” means Manu Electronics’ website located at http://www.manuelectronics.com.au or such other website owned or controlled by Manu Electronics.

2. Conditions

2.1 These Terms and Conditions of Sale apply to the ordering, supply and delivery of Equipment and the provision of Services by Manu Electronics to the Customer to the exclusion of any other general terms and conditions attached to any customer generated purchase order or related document whether supplied before or after entry into this Agreement.

2.2 In the event that there is any conflict between these Terms and Conditions of Sale and any special condition expressly set out in a Quotation, the special condition set out in the Quotation will prevail only to the extent of such inconsistency.

3. No other representations

3.1 No brochure, product catalogue, price list, Documentation or other communication, whether published on the Website or forwarded by Manu Electronics to the Customer, is intended to form part of this Agreement or incorporate any warranty or represent as to the Equipment or Services to be provided to the Customer.

3.2 Manu Electronics makes no representations to the Customer that the Equipment detailed in an Order Request or publication will be available to the Customer at all times. The Customer acknowledges that all Equipment will be subject to availability and supplied only pursuant to the terms of an agreed Quotation.

4. Orders

4.1 Upon receipt of a request for quotation or an order from a Customer, Manu Electronics will, if it is capable of fulfilling the order, provide to the Customer a Quotation containing:

(a) the Price for the relevant Equipment;

(b) details of the order number, product order code, a product description, the quantity of Equipment ordered and the delivery location;

(d) the anticipated delivery date; and

(e) any other proposed terms to be attached to the order.

4.2 Each Quotation will be deemed to be a separate offer by Manu Electronics to supply Equipment and/or Services on the terms of this Agreement.

4.3 If the terms of the Quotation are acceptable, the Customer must confirm acceptance of the Quotation to Manu Electronics. Confirmation of acceptance may be in writing, via payment of any part of an invoice issued under the Quotation or by acceptance of any of the Equipment or Services that forms part of the order. Any additional terms contained in, referred to or attached to any purchase order or confirmation provided by the Customer shall be void and have no effect.

4.4 A Quotation will become binding on the parties once accepted by the Customer in accordance with clause 4.3.

5. Delivery and Risk

5.1 Manu Electronics will use all reasonable endeavours to deliver the Equipment to the destination specified in the Quotation on or before the delivery date set out in the Quotation. Delivery of Equipment is complete upon its arrival at the location specified in the Quotation.

5.2 Subject to availability and pricing, deliveries in the Sydney Metropolitan Area will be by Fastway Couriers, and Australia-wide by Toll Express or, for shipments over 5 kg, by TNT; and international deliveries will be by DHL or TNT Economy Express. Choice of courier is at the discretion of Manu Electronics.

5.3 Risk in the Equipment passes to the Customer when the Equipment is loaded at Manu Electronics’ Brookvale NSW premises of Manu Electronics for delivery to the Customer. Manu Electronics is not responsible nor liable for payment for damage to shipments that occurs whilst en-route from and to Manu Electronics and the Customer waives any claim against Manu Electronics with respect to such loss of damage.

5.4 Delivery dates represent an estimation in good faith of the date of delivery of the Equipment and are not binding on Manu Electronics. Under no circumstances shall Manu Electronics be liable for damages (including consequential special and incidental damages) for failure to deliver or delay in delivery howsoever occasioned.

5.5 If Manu Electronics is or may be unable to deliver the Equipment within a reasonable time or at all, Manu Electronics may at its sole discretion terminate the Quotation. In the event of termination, the Customer will be refunded the Price in full but otherwise shall not have, and waives in full, any other claim against Manu Electronics for any damage, loss or expense incurred as a result of such termination.

5.6 Manu Electronics reserves the right to deliver the Equipment by instalments and to invoice the Customer for each instalment of Equipment delivered where, in the opinion of Manu Electronics, it is reasonable to do so.

5.7 Failure by the Customer to pay any instalment, or any other amount when due, shall entitle Manu Electronics to withhold or delay delivery of any remaining Equipment.

6. Product specifications

6.1 Manu Electronics endeavours to ensure that the descriptions and specifications in relation to the Equipment are accurate in all material respects. However, photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a Quotation, Documentation, descriptive literature or a catalogue are based on information provided by manufacturers and suppliers and, as such Manu Electronics does not guarantee that those descriptions and specification are accurate or free from errors or omissions. Manu Electronics reserves the right to make any necessary corrections to change product specifications, pricing and technical information of the Equipment without prior notice.

6.2 To the extent permitted by law, any performance data provided by Manu Electronics is an estimate only and Manu Electronics accepts no liability for any failure in the Equipment complying with such performance data.

6.3 Any information provided by Manu Electronics in relation to the performance of Equipment represents only a guide as to the performance of the Equipment under standard industry operating conditions.

7. Use of Equipment

7.1 The Customer acknowledges that it is the Customer’s responsibility to:

(a) check and test the Equipment for compliance with all relevant applicable standards and regulatory bodies, including but not limited to all Australian Standards, before use, on-sale or application; and

(b) assess whether the Equipment is fit for the purpose for which it is to be used by the Customer or end user.

7.2 The Customer:

(a) must install and operate the Equipment in accordance any Documentation and all applicable standards, regulations and guidelines, all recommendations and directions and good commercial practice; and

(b) is responsible for servicing and otherwise inspecting the Equipment and maintaining and replacing any consumable component of the

Equipment in accordance with the Documentation,
and acknowledges that Manu Electronics is not liable for any loss resulting from, or which would have been avoided but for, the Customer failing to comply with this clause.

8. Provision of Services

8.1 Where a Quotation includes the provision of Services, Manu Electronics agrees to:

(a) perform the Services using qualified personnel in a professional manner in accordance with the Quotation and generally applicable Australian standards and regulations; and

(b) perform the Services competently in a proper, diligent, efficient and professional manner.

9. Charges

9.1 The Customer will pay Manu Electronics the Price in respect of the supply of the Equipment, and the Charges in respect of the provision of the Services.

9.2 Unless specifically stated otherwise, all prices are manufacturer list prices ex-works (Brookvale NSW Australia), expressed net of any applicable freight and insurance charges, customs duty, and (for Australia only) GST, which shall be added to the amount to be paid by the Customer. Prices are subject to change without prior notice.

9.3 Account customers shall pay to Manu Electronics all Charges within thirty (30) days from the invoice date, unless otherwise agreed in writing, without reduction or deferment on account of any claim, counterclaim or setoff.

9.4 Payment shall be by Visa/Mastercard, direct deposit or, for approved customers, by cheque. Where payment is by Visa/Mastercard, Manu Electronics may at its sole discretion add a 2% merchant surcharge to the price. VISA/Mastercard orders are limited to AUD$3,000.00. Where payment is by Direct Deposit, the Customer shall fax or e-mail a payment advice to Manu Electronics on the day of the deposit, quoting the relevant invoice or Quotation number if available as a reference. International payments shall be by International Money Transfer/Electronic Funds Transfer with faxed or e-mailed payment advice.

9.5 Notwithstanding anything else appearing in the Agreement, all Charges shall immediately become due if the Customer fails to make any payment when due, becomes subject to the bankruptcy laws or enters into any composition with its creditors or enters into liquidation or suffers a receiver and manager to be appointed to all or part of its assets.

10. Property in Equipment purchased

10.1 Manu Electronics shall retain title to the Equipment until it has received payment in full for them.

10.2 Until the legal and equitable title to the Equipment passes to the Customer, the Customer shall:

(a) hold the Equipment as bailee of Manu Electronics returnable at will and without prior demand by Manu Electronics;

(b) upon demand by Manu Electronics immediately deliver up the Equipment to Manu Electronics; and

(c) hereby authorises Manu Electronics to enter without notice upon the premises upon which the Equipment are stored for the purpose of taking possession thereof.

10.3 The Customer shall be liable for any damage arising from or in connection with the recovery of possession of the Equipment by Manu Electronics.

11. Intellectual Property

11.1 The Intellectual Property Rights in any of the Equipment and the Services, and all documentation, drawings and specifications of the Equipment supplied under this Agreement are and shall remain the property of Manu Electronics.

11.2 The Customer must do all things that Manu Electronics reasonably requires to perfect Manu Electronics’ right, title and interest in and to the Equipment.

11.3 The Customer shall use reasonable endeavours to prevent any infringement of Manu Electronics’ Intellectual Property Rights in relation to the supply of the Equipment or the Services and shall promptly report to Manu Electronics any such infringement that comes to its attention.

12. Equipment Warranty and Limitation of Liability

12.1 Manu Electronics warrants that the Equipment and the Services will be free from defects in materials and workmanship under normal use as described in the Documentation for:

(a) 12 months from the date of dispatch to the Customer of new Equipment;

(b) 3 months for any component or Equipment repaired or replaced outside of any warranty period offered under 12.1(a) from the date of dispatch back to the Customer, provided that such warranty shall only apply to the repaired or replaced component and not the Equipment as a whole; and

(c) 30 days from the date of completion of the Services, in relation to the provision of any Services,
(Limited Warranty).

12.2 This Limited Warranty will apply, as it relates to Equipment, only if the Customer has purchased the Equipment from Manu Electronics or its authorised resellers.

12.3 To the extent permitted by Australian Consumer Law and any applicable local law:

(a) Manu Electronics’ obligations under this Limited Warranty is limited to the repair, replacement or refund of covered parts that prove defective under normal use during the Limited Warranty and does not extend to any claim for damages that the Customer or any other person may have for any loss (including without limitation consequential damages or loss of profit, freight/shipping or travel costs other than pursuant to clause 12.5), or damage howsoever caused whether or not such loss or damage arises as a result of any defect in the Equipment or Services or from the failure or omission on Manu Electronics’ part to comply with any obligation at law;

(b) in replacing a defective product under the Limited Warranty, Manu Electronics may, at its discretion, substitute a model of equivalent nature where the exact model is unavailable;

(c) this Limited Warranty does not apply to damage caused by failure and damage caused by improper installation by the Customer or its personnel or any other third party, improper use and abuse, fair wear and tear, accidents, misuse (including failure to follow instructions regarding care and maintenance of the Equipment), neglect, disassembly, alterations or external causes such as, but not limited to, water damage, exposure to excessive force, anomalies in the electrical current supplied to the Equipment, and extreme thermal or environmental conditions that exceed those set out in the Documentation;

(d) Manu Electronics may elect, at its discretion and as an alternative to repairing or replacing a defective part to refund the cost of the relevant Equipment upon it being returned to Manu Electronics; and

(e) this Limited Warranty does not extend to:

(i) any products acquired for the purposes of re-supply, or for use in manufacturing or repair processes; or

(ii) the provision of any services by Manu Electronics, and to the extent permitted by law, Manu Electronics expressly disclaims any liability with respect to the provision of any services to the customer.

12.4 This warranty may be claimed by returning the product to its place of purchase, with a detailed proof-of-purchase clearly showing the date and detail of the purchase.

12.5 If after examination, Manu Electronics is satisfied that the Customer has a valid warranty claim, then Manu Electronics will be liable pay for transportation charges return leg back to the Customer only (method and courier selected by Manu Electronics).

12.6 For Equipment repaired under warranty, the Warranty Period for repaired or replaced parts shall not exceed the warranty period applicable to the Equipment originally delivered.

12.7 If the Australian Consumer Law applies to the supply of goods or services under this Agreement, Manu Electronics acknowledges and agrees that its goods and services also 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.

12.8 This Limited Warranty is the sole and exclusive warranty as regards products sold, and Services delivered, by Manu Electronics and all other express or implied warranties or implied representations are to the extent permitted by law, excluded.

13. Refunds and returns

13.1 To the extent permitted by law, Manu Electronics will only replace returned Equipment if:

(a) the Equipment is defective and the Customer complies with the provisions of clause 12; or

(b) Manu Electronics agrees in writing, at its discretion, to accept the return of the Equipment.

13.2 Where Manu Electronics have agreed to replace or refund any Equipment (whether defective or not), the Customer must:

(a) pack the Equipment in their original packaging, including any accessories, manuals, documentation or registration shipped or supplied with the Equipment;

(b) return the Equipment to Manu Electronics either in-store, or via courier in their original condition, where original condition means the Equipment has not sustained any damage and have not been fitted or installed; and

13.3 If, at its absolute discretion, Manu Electronics agrees to accept the Equipment in the case of a change of mind, Manu Electronics may issue a replacement of the Equipment or a refund.

13.4 All Equipment must be returned in their original condition. All postage and insurance costs are to be incurred by the Customer. Any freight or delivery costs paid on the original Quotation is non-refundable.

13.5 Where the Equipment is refunded due to a change of mind, Manu Electronics may charge the Customer an additional re-stocking charge of the returned Equipment.

14. Indemnity

14.1 The Customer indemnifies, defends and holds harmless Manu Electronics, its employees, officers, authorised representatives and agents (Indemnified Parties) against any claim or proceeding that is made, threatened or commenced, and any liability, loss, damage or expense (including reasonable legal costs on a solicitor and own client basis) that the Indemnified Parties may incur or suffer as a direct or indirect result of:

(a) the Customer’s non-payment of the Price or any additional service fees;

(b) any use of the Equipment which is inconsistent with the Documentation provided;

(d) any claims brought by or on behalf of a third party relating to any act or omission by the Customer.

15. Force Majeure

15.1 Manu Electronics will not be liable for any loss or damage suffered by the Customer due to any delay or any breach or default under the Agreement in circumstances where such delay, breach or default results from causes beyond Manu Electronics’ reasonable control including but not limited to any beach or default under the Agreement by the Customer, compliance with any laws, regulations, orders, acts, instructions or priority requests of governments, acts of God, fires, floods, weather, strikes, lockouts, factory shutdown or alterations, embargoes, wars, riots, delay or shortage in transportation or inability to obtain labour, manufacturing facilities, electricity or other materials from Manu Electronics’ usual sources.

16. Dispute Resolution

16.1 The Agreement shall be governed by the laws of the State of New South Wales and the parties shall submit to the jurisdiction of the Courts of that State.

16.2 Prior to the institution of any legal proceedings, or any referral to arbitration, any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination of invalidity of it shall first be the subject of mediation administered by a mediator agreed to by both parties. In the event that the parties fail to agree on a mediator within fourteen (14) days of written notification of a dispute, controversy or claim, then mediation shall be administered by the Australian Commercial Disputes Centre Limited (ACDC).

16.3 In the event that the dispute, controversy or claim has not been resolved within twenty-eight (28) days after the appointment of the mediator (or such other period as agreed to in writing between the parties), the dispute, controversy or claim, at the election of either party, may be submitted to arbitration, administered by ACDC. The arbitrator shall not be the same person as the mediator and shall be agreed between the parties from a panel suggested by ACDC, or, failing agreement, an arbitrator appointed by ACDC.

16.4 Any mediation or arbitration meetings shall be held in Sydney, Australia.

17. Notices

17.1 If any condition in these Terms and Conditions of Sales requires the Customer to give notice in writing, the Customer can send this to Manu Electronics by post or email at the address set out on the Website. Manu Electronics will confirm receipt of this by contacting the Customer in writing, normally by email.

18. General

18.1 Manu Electronics may amend or vary these Terms and Conditions of Sale at any time by written notice to the Customer. If the Customer continues to accept Quotations after receiving notice of the updated terms the Customer will be deemed to have accepted the updated terms.

18.2 If any provision or paragraph of this document is determined to be illegal and unenforceable it shall not affect the enforceability of any other provision or paragraph of this document.

18.3 Headings are included for ease of reference and do not form part of or effect interpretation of these conditions.

Terms & Conditions for Evaluation of Pre-Launch Sample Equipment

Definitions

In these Terms and Conditions:

Agreement means the agreement for supply of Sample Equipment by ManuFlo to the Evaluator of which these “Terms and Conditions” form part.
Claim means any claim, action, suit, cause of action, demand or proceedings for any Loss.
Confidential Information means any and all information disclosed by ManuFlo to the Evaluator relating to the Sample Equipment, except to the extent made public by ManuFlo.
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.
Documentation means the data sheets and user manuals containing information about the technical specifications and limitations of use of the Sample Equipment supplied to the Evaluator by ManuFlo.
Evaluation and Feedback means an evaluation as to whether the Sample Equipment is fit for purpose or otherwise contains any defects and otherwise providing any suggestions, comments, ideas or reports from the Evaluator to ManuFlo in relation to the Sample Equipment.
Indemnified Parties has the meaning given to that term in clause 11.
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.
Loss includes any loss, cost, expense, damage or liability (including any fine or penalty) whether direct, indirect or consequential, present or future, fixed or unascertained, actual or contingent and whether arising under contract, in equity, under statute (to the maximum extent possible), in tort (including for negligence) or otherwise.
Platform means the cloud-based software provided by ManuFlo.
Sample Equipment means the uncertified goods that are currently in the research and development stage supplied by ManuFlo to the Evaluator free of charge in exchange for feedback and evaluation by the Evaluator.
Website means ManuFlo’s website located at https://manuflo.com/ or such other website owned or controlled by ManuFlo.

Terms of supply

These Terms and Conditions apply to the supply of Sample Equipment by ManuFlo to the Evaluator to the exclusion of any other general terms and conditions attached to any customer generated purchase order or related document whether supplied before or after entry into this Agreement.

The parties agree that no brochure, product catalogue, price list, Documentation or other communication, whether published on the Website or forwarded by ManuFlo to the Evaluator, is intended to form part of this Agreement or incorporate any warranty or representation as to the Sample Equipment to be provided to the Evaluator.

No representations and disclaimer

The Evaluator acknowledges and agrees that the Sample Equipment is:

provided by ManuFlo to the Evaluator for Evaluation and Feedback purposes only; and
is still in a testing phase, is provided “as is” and is classed as a pilot and/or pre-launch sample product that may not operate at the level of performance, reliability or compatibility of the final released product.

ManuFlo does not guarantee that any photographs, drawings, illustrations, weights, dimensions and any other particulars or descriptive literature provided by ManuFlo together or in connection with the Sample Equipment, is accurate or free from errors or omissions and reserves the right to make any necessary corrections to change product specifications and technical information of the Sample Equipment by notice to the Evaluator.

To the extent permitted by law:

any performance data provided by ManuFlo is an estimate only and ManuFlo accepts no liability for any failure in the Sample Equipment complying with such performance data; and
ManuFlo disclaims any implied or statutory warranty including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose.

Any information provided by ManuFlo in relation to the performance of Sample Equipment represents only a guide as to the intended performance of the Sample Equipment under standard industry operating conditions which ManuFlo intends the Sample Equipment to perform under.

Use of the Sample Equipment is entirely at the Evaluator’s own risk and ManuFlo will not be liable for any damage as a result of the use of or inability to use the Sample Equipment.

Title and Risk

Title in the Sample Equipment will:

(a) subject to subclause (b), remain with ManuFlo at all times; and
(b) where ManuFlo does not make a request under clause 7.3(a), pass to the Evaluator at the time of termination of these Terms and Conditions.

Risk in the Sample Equipment will pass to and remain with the Evaluator at the commencement of, and during the Evaluation Period.

Use of Sample Equipment

The Evaluator acknowledges that it is the Evaluator’s responsibility to:

check and test the Sample Equipment before and during use or application; and
assess whether the Sample Equipment is fit for the purpose for which it is to be used by the Evaluator or end user and ensure that the Sample Equipment is not used where such use would breach any applicable laws, regulations or the Evaluator’s contractual obligations.

The Evaluator:

must install and operate the Sample Equipment in accordance with any Documentation and all applicable standards, regulations and guidelines, all recommendations and directions and good commercial practice; and
is responsible for servicing and otherwise inspecting the Sample Equipment and maintaining and replacing any consumable component of the Sample Equipment in accordance with the Documentation,

and acknowledges and agrees that ManuFlo is not liable for any loss resulting from, or which would have been avoided but for, the Evaluator failing to comply with this clause.

Platform use

Where the use of the Sample Equipment includes access to the Platform, the Platform will be made available to the Evaluator on the terms set out on our website located at https://manuflo.com/, or otherwise via the QR code provided with the Sample Equipment.

Term and termination

These Terms and Conditions commence on the Commencement Date and end on the date that they are terminated in accordance with this clause 7.

Either party may terminate these Terms and Conditions for convenience without cause upon written notice to the other party.

Upon termination or expiry of these Terms and Conditions for any reason, the Evaluator must:

if requested by ManuFlo, return the Sample Equipment to ManuFlo; and
return, destroy or permanently erase (as directed in writing by ManuFlo) any Confidential Information.

Intellectual Property

The Intellectual Property Rights in any of the Sample Equipment, Evaluation and Feedback and all documentation, drawings and specifications of the Sample Equipment supplied under this Agreement are and shall remain the property of ManuFlo.

The Evaluator must do all things that ManuFlo reasonably requires to perfect ManuFlo’s right, title and interest in and to the Sample Equipment and any Evaluation and Feedback.

The Evaluator shall use reasonable endeavours to prevent any infringement of ManuFlo’s Intellectual Property Rights in relation to the supply of the Sample Equipment and shall promptly report to ManuFlo any such infringement that comes to its attention.

The Evaluator must provide all Evaluation and Feedback to ManuFlo on a timely basis and upon request by ManuFlo. In particular, where the Evaluator identifies a defect or safety concern with respect to the Sample Equipment, the Evaluator must immediately notify ManuFlo.

Confidentiality

The Evaluator must, and must ensure each of its personnel, hold in strict confidence, and not disclose or permit the disclosure of any Confidential Information of ManuFlo and must only use such Confidential Information solely to perform its obligations or to exercise its rights under this Agreement.

Clause 9.1 does not apply to the extent necessary to enable disclosure required by law or where the Confidential Information has entered the public domain other than as a result of breach of this Agreement.

Limitation of Liability

To the extent permitted by law, ManuFlo’s total aggregate liability for any Claim or Loss or damage however caused in connection to the supply of the Sample Equipment or its obligations under this Agreement is limited to an amount equal to $100.

ManuFlo is not liable for any Consequential Loss arising directly or indirectly in relation to the supply of the Sample Equipment or this Agreement.

Indemnity

The Evaluator indemnifies, defends and holds harmless ManuFlo, its employees, officers, authorised representatives and agents (Indemnified Parties) against any claim or proceeding that is made, threatened or commenced, and any liability, loss, damage or expense (including reasonable legal costs on a solicitor and own client basis) that the Indemnified Parties may incur or suffer as a direct or indirect result of:

any use of the Sample Equipment; and
the Evaluator’s negligent acts or omissions.

Survival

Clauses 3, 5 and 7–11 survive termination or expiry of these Terms and Conditions.

Notices

If any condition in these Terms and Conditions requires the Evaluator to give notice in writing, the Evaluator can send this to ManuFlo by post or email at the address set out on the Website. ManuFlo will confirm receipt of this by contacting the Evaluator in writing, normally by email.

General

Use of the Sample Equipment is deemed acceptance of these Terms and Conditions.

If any provision or paragraph of this document is determined to be illegal and unenforceable it shall not affect the enforceability of any other provision or paragraph of this document.

Headings are included for ease of reference and do not form part of or affect interpretation of these Terms and Conditions.

Terms & Conditions of the ManuFlo Platform

Platform Terms and Conditions

These Terms and Conditions (Terms) set out the basis on which you (you/Customer) may utilise the Platform Services as provided by ManuFlo Pty Ltd ACN 652 812 292 (we/us/ManuFlo).

Acceptance

General

These Terms form the basis of the legally binding agreement between you and us regarding your purchase and use of the Platform. By using our Platform or receiving the Platform Services you agree to be bound by these Terms.

To the extent you resell or otherwise use our Equipment, these Terms are expressly incorporated into our Terms and Conditions of Sale available on our website at: https://manuflo.com/terms-conditions-of-sale/ (Equipment Terms).

Platform Services

Licence

Subject to clause we grant to you a worldwide, revocable, non-exclusive, non- sublicensable and non-transferable licence to access our Platform and use our Platform Services (Licence).

The Licence granted pursuant to clause 2.1 extends in scope to your Authorised Users, however you acknowledge at all times that:

you must ensure that all Authorised Users:

comply with all relevant terms of these Terms regarding access and use of the Platform and Platform Services, as if they were a party to these Terms; and

for the avoidance of doubt, specifically comply with clause and

you remain principally liable for any breach of these Terms by any Authorised User.

Obligations

You must, and it is a condition of these Terms that you:

comply with all relevant Laws when using the Platform and our Platform Services;

not do anything that infringes our or any third party’s Intellectual Property Rights in the Platform or the Platform Services;

only use the Platform:

in accordance with these Terms;

in accordance with any User Documentation or reasonable direction we provide to you from time to time; and

for the purposes it was intended or made available to you, as set out in these Terms;

not use the Platform or the Platform Services to engage in unlawful or fraudulent behaviour and do not interfere with or disrupt the operation of the Platform;

take reasonable steps and ensure that appropriate safeguards are implemented to prevent the unlawful access to our Hardware or Platform by third parties;

cooperate with us in remediation of any security breach and promptly report all such matters that you become aware of to us;

maintain the security of account login information, immediately let us know if there is unauthorised access to the Data and not grant access to the Platform to anyone other than Authorised Users, unless we provide you with our express written consent; and

subject to any rights at law, not either directly or indirectly, modify, attempt to decompile, cross compile, disassemble, reverse engineer, or use any other means to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform.

Upgrades and maintenance

We will use reasonable endeavours to notify you in advance of any upgrades and maintenance to the Platform.

Reports and Data

General

To the extent that we review and provide information or feedback regarding any data that you obtain through use of our Platform, you acknowledge and agree that the extent of any such review and information is strictly limited to supporting you to review and interpret data for the purposes of optimising the use of our Platform.

Use of Data

Subject to our obligations of confidentiality pursuant to clause 5, you hereby grant us a licence to use all Data that you provide to us (whether through our Platform or otherwise) for the purposes of:

providing the Platform Services to you;

modifying and improving our Platform;

responding to any of your queries; and

collating and sharing industry baseline data with our customers and suppliers, but only

ManuFlo Platform Terms and Conditions Page 1 of 7

once the Data has been anonymised and de-identified.

Notwithstanding the above clause 3.2(a), you acknowledge and agree that ManuFlo retains ownership of (including rights, title and interest in) all anonymised Processed Data derived from that Data.

To the extent that you have provided us with Data and it is stored in our Platform or on any of our servers, you acknowledge and agree that:

we do not warrant the safety or availability of any such Data;

it is your responsibility to ensure that all Data that you provide to us, whether through our Platform or otherwise, is appropriately backed up;

you hereby release and hold us harmless in respect of the loss, leak or destruction of all Data that you have provided to us, through whatever medium;

we are not liable for any data loss or corruption caused by third-party software.

Intellectual Property

General

You must not breach our Intellectual Property Rights in the ManuFlo Materials, Platform or the Platform Services.

Each party acknowledges and agrees:

that no right, title or ownership (including without limitation any Intellectual Property Rights) in the Platform is conveyed, sold, assigned or transferred to the Customer under these Terms;

each party’s Background Materials and the Intellectual Property Rights subsisting in them are and remain the exclusive property of that party, or where applicable, the third party licensor from whom that party derives the right to use it;

each party grants the other a royalty-free, non-exclusive right to use the Background Materials and Intellectual Property Rights in them to the other party for the purpose of, and to the extent necessary for, each party to perform its obligations, exercise its rights under these Terms and in the case of the Customer, receive the benefit of the Platform Services;

that the Intellectual Property Rights in any Materials created or developed by or for the Customer through the use of the Platform or receiving the Platform Services

(including Intellectual Property Rights in anonymised Processed Data) remains the exclusive property of ManuFlo (Developed IP); and

ManuFlo grants the Customer a royalty- free, non-exclusive right to use the Developed IP for the purpose of, and to the extent necessary for, the Customer to perform its obligations, exercise its rights under these Terms and receive the benefit of the Platform Services.

Open-Source Software

The fonts and symbols used in the Platform have been derived from certain open-source materials which require us to notify you of their licence terms and copyright notices as set out in Annexure A.

Confidentiality

Each party agrees to, and must ensure each of its Personnel, hold in strict confidence all, and not disclose or permit the disclosure of any, Confidential Information of the other party, and must only use such Confidential Information solely to perform its obligations or to exercise its rights under these Terms.

Clause 5(a) does not apply to the extent necessary to enable disclosure required by Law or where the Confidential Information has entered the public domain other than as a result of a breach of these Terms.

Privacy and data protection

Privacy

We may collect and use Personal Information of users (who may include your Personnel) and any Personal Information users upload or add to the Platform in accordance with our Privacy Policy (available here: https://manuflo.com/privacy- policy/)

The Personal Information we collect about users may include Sensitive Information.

If you disclose any user’s Personal Information to us or to any third party via the Platform you must obtain consent from that user and make any necessary disclosures to the relevant user before disclosing their Personal Information.

Data protection

We will implement reasonable technical and organisational measures to protect the Data from any Data Breaches while under ManuFlo’s reasonable control.

In the event that ManuFlo becomes aware of Security Incident which affects the Platform Services or data, ManuFlo will follow its incident

response protocols and notify you in accordance with applicable laws.

You acknowledge and agree that ManuFlo:

is not responsible for the back-up of any Data; and

will not be liable to you or any third party for any loss, destruction or other damage caused by you or a third party failing to back-up the Data.

Advertising and promotion

You agree that we may use your name and brand to identify you as a customer of ManuFlo including on our website, social media platforms, advertising or promotional material.

Indemnities

You agree to indemnify ManuFlo for any Claim or Loss relating to your material breach of clauses (Intellectual Property), (Confidentiality) and (Privacy and Data Protection).

Warranties & Limitation of Liability

Warranties

To the maximum extent permitted by law, including under the Australian Consumer Law, the warranties set out in these Terms replace all other representations or warranties (statutory express or implied) and all representation and warranties (save any which may not lawfully be excluded) are expressly excluded, including, without limitation, the implied warranties of merchantability and fitness for any particular purpose.

If the Australian Consumer Law applies to the supply of any goods or services under these Terms, we acknowledge and agree that the goods or services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these Terms is intended to limit the right you may have under the Australian Consumer Law.

Limitation of Liability

Subject to clause the maximum liability of either party for in respect of a Claim for Loss or damage however caused (including by our negligence) in connection with these Terms or the Platform is limited to an amount equal to $100.

Clause does not apply to the indemnity under clause

To the maximum extent permitted by law, and with the exception of clause (Indemnities), neither party is liable for Consequential Loss arising directly or indirectly in relation to these Terms, the Platform Services and your use of the Platform.

We are not liable for any loss or damage caused to you by reason of any delay, lack of supply, lockdown, industrial action, fire, riot, war, embargo, civil commotion, act of God or any other event which is beyond our control.

to the maximum extent permitted by law, in the event ManuFlo breaches a Consumer Guarantee under the Australian Consumer Law, ManuFlo’s liability with respect to the Platform Services will be limited to (at ManuFlo’s election):

the re-supply of the Platform Services; or

payment of the cost of having the Platform Services supplied again.

Further Acknowledgements

You acknowledge and agree that:

computer and software services are not fault free and occasional periods of downtime may occur with regard to our Platform;

we have not made any representations or warranties that the Platform will be error free or available without interruption and we have made no warranty, representation or assurance that use of our Platform Services will result in a particular outcome;

we will not be responsible for any Loss you may suffer or incur, whether direct or consequential, arising from your reliance on the advice or information returned from our Platform Services; and

if we think it is reasonable to do so, we may immediately suspend your access to our Platform, or take any other steps we deem reasonably necessary or appropriate to protect our interests or those of third parties and we will not be responsible for any Loss you may suffer or incur relating to the exercise of this suspension right.

Term and Termination

Termination of Hardware Terms

These Terms will automatically terminate if the relevant purchase order for Equipment is terminated or otherwise expires.

Termination for Default

Either party may terminate these Terms with immediate effect by giving written notice to the other party if the other party:

commits a material breach of these Terms and, if such breach is remediable, fails to remedy that breach within 14 days after being notified in writing to do so; or

suffers an Insolvency Event.

Effect of Termination

Upon termination or expiry of these Terms:

you will be given a reasonable opportunity to download and export all Data. You acknowledge and agree that we will delete your Data six (6) months after the expiration or termination of these Terms. We will not be liable to you or your Authorised Users in any way where you have failed to obtain your Data before it is deleted; and

each party must destroy the other parties’ confidential information received under these Terms and certify such destruction in writing.

Survival

Termination or expiry of these Terms will not affect clauses and or any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry.

General

Variation & Waiver

No failure or delay on the part of either party shall be construed as constituting a waiver of any such rights.

Entire Agreement

These Terms along with the any proposal, training or other supplementary schedules provided to the Customer merge all discussions and for a complete and exclusive statement of all terms and representations and constitute the entire Agreement between the parties.

For the avoidance of doubt, general statements set out in a proposal regarding overall objectives and implementation are not intended to form binding obligations on ManuFlo unless expressly set out in these Terms.

Applicable Law

These Terms is governed by the law in force in the State of Queensland and each party submits to the exclusive jurisdiction of the courts of Queensland and the courts competent to determine appeals from those courts, in relation to any proceedings that may be brought at any time relating to these Terms.

No Assignment

We may, upon notice in writing to you, assign or otherwise transfer the benefit of all or any part of these Terms to any other person or entity. You must not assign, novate or otherwise transfer any rights, benefits or liabilities relating to these Terms without our prior written consent.

Force Majeure

Neither party will be liable for any delay or failure to perform its obligations pursuant to these Terms if such delay is due to a cause beyond the reasonable control of a

party and which that party is unable to overcome by the exercise of reasonable diligence and at a reasonable cost.

Severability

Any provision of these Terms that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of these Terms which shall remain in force.

Definitions and Interpretation

Definitions

In these Terms:

Authorised Users means any employee or contractor to whom you have granted access to our Platform in accordance with these Terms.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act (2010) (Cth).

Background Materials means the Materials owned by each party prior to the commencement of these Terms, and any Improvement to those Materials before or after the commencement date of these Terms.

Claim means any claim, action, suit, cause of action, demand or proceedings for any Loss.

Confidential Information means, in respect of a party, any information:

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

(b) relating to the Platform;

(d) relating to the terms and existence of this document;

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

(f) which is by its nature confidential;

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

(h) 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.

Data means information you upload to our Platform and includes admixture data and information generated through your use of the Platform.

Data Breach means any impairment, compromise, damage to, vulnerability, misuse or loss of any Data.

Equipment means the equipment we supply to you in accordance with the Equipment Terms.

Equipment Terms has the meaning given to it in clause

Improvements means any modification, enhancement, extension, adaptation, development of, applications of, mutations, or improvement in whatever form.

Intellectual Property Rights means all registered and unregistered intellectual property rights of whatever nature including all rights conferred under statute, common law or equity, including all copyright, moral right, patent rights, trade mark rights (including any goodwill associated with those trade mark rights), design rights and trade secrets together with any documentation relating to those rights but does not include moral rights.

Law means all applicable present and future legislation, ordinances, regulations, by laws, local laws, orders and proclamations, approvals, principles of law or equity, standards, codes and guidelines, directions or notices issued by any government authority.

Licence means the licence that we grant to you to access our Platform and use the Platform Services in accordance with clause

Loss includes any loss, cost, expense, damage or liability (including any fine or penalty) whether direct, indirect or

consequential, present or future, fixed or unascertained, actual or contingent and whether arising under contract, in equity, under statute (to the maximum extent possible), in tort (including for negligence) or otherwise.

Materials means documents, manuscripts, specifications, designs, plans, reports, products, equipment, information, data, tables, schedules, concepts, samples, proposals, inventions, tools, devices, circuit layouts, procedures, processes, sequences, methods, formulae, calculations, scientific and technical information, studies, know how, graphic layouts, logos, images, photographs, videos, films, sound recordings, audio recordings, charts, drawings, diagrams, source code, object code, executable files, software, and test cases, and novel combinations of any of the former material.

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

Platform means our cloud-based software through which we provide the Platform Services.

Platform Services means the features and functionality available through our Platform, including:

access to admixture data;

generating and accessing admixture data reports;

logging and recording admixture history; and

automatic performance measurement and tracking.

Privacy Law means:

the Privacy Act 1988 (Cth) (Privacy Act) and any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under it, as amended from time to time;

the Australian Privacy Principles (or APPs) contained in schedule 1 of the Privacy Act; and

all other laws, regulations, registered privacy codes, privacy policies and contractual terms applicable in the jurisdiction where this document is being performed that relate to the processing of personal information.

Processed Data means any data which is created or otherwise generated by us as a result of processing or otherwise dealing with Data, and which may include, for example, compliance reports, trend data, and insights gained through analysis of the Data.

Security Incident means there is any unauthorised access to, or unauthorised disclosure of, any Customer data held by ManuFlo or any Customer data held by ManuFlo is lost in circumstances where unauthorised access to, or unauthorised disclosure of Customer data is likely to occur.

User Documentation means any material we have provided or made available to you containing technical and practical information regarding use of the Hardware and the Platform.

Interpretation

In interpreting these Terms, unless the context provides otherwise:

the singular includes the plural and vice versa, and a gender includes other genders;

another grammatical form of a defined word or expression has a corresponding meaning;

a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

a reference to a person includes a natural person, partnership, body corporate, association, and any government agency;

a reference to a party means a party to these Terms and includes the party’s executors, administrators, successors, permitted substitutes (including by novation) and permitted assigns;

a reference to the whole is to each part of it;

a reference to a statute, regulation, code or provision of a statute, regulation or code includes any modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;

“including” and similar expressions are not words of limitation;

conduct includes an omission, statement or undertaking, whether or not in writing;

a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this document or any part of it; and

headings and table of contents are for ease of reference only and do not affect interpretation.

Annexure A

The fonts and symbols used in the Platform have been derived from certain open-source materials which require us to notify you of their licence terms and copyright notices as set out below:

[Project Name], Apache License, Version 2.0

Licensed under the Apache License, Version 2.0 (the “Apache License”), you may not use this file except in compliance with the License. You may obtain a copy of the Apache License at Unless required by applicable law or agreed to in writing, software distributed under the Apache License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the Apache License.

Roboto Font Family, SIL Open Font License, Version 1.1

This Font Software is licensed under the SIL Open Font Licence (“SIL License”), Version 1.1. The SIL License is copied below, and is also available with a FAQ at: https://openfontlicense.org.

SIL OPEN FONT LICENSE Version 1.1 – 26 February 2007

PREAMBLE

The goals of the Open Font License (OFL) are to stimulate worldwide development of collaborative font projects, to support the font creation efforts of academic and linguistic communities, and to provide a free and open framework in which fonts may be shared and improved in partnership with others.

The OFL allows the licensed fonts to be used, studied, modified and redistributed freely as long as they are not sold by themselves. The fonts, including any derivative works, can be bundled, embedded, redistributed and/or sold with any software provided that any reserved names are not used by derivative works. The fonts and derivatives, however, cannot be released under any other type of license. The requirement for fonts to remain under this license does not apply to any document created using the fonts or their derivatives.

DEFINITIONS

“Font Software” refers to the set of files released by the Copyright Holder(s) under this license and clearly marked as such. This may include source files, build scripts and documentation.

“Reserved Font Name” refers to any names specified as such after the copyright statement(s).

“Original Version” refers to the collection of Font Software components as distributed by the Copyright Holder(s).

“Modified Version” refers to any derivative made by adding to, deleting, or substituting – in part or in whole – any of the components of the Original Version, by changing formats or by porting the Font Software to a new environment.

“Author” refers to any designer, engineer, programmer, technical writer or other person who contributed to the Font Software.

PERMISSION & CONDITIONS

Permission is hereby granted, free of charge, to any person obtaining a copy of the Font Software, to use, study, copy, merge, embed, modify, redistribute, and sell modified and unmodified copies of the Font Software, subject to the following conditions:

Neither the Font Software nor any of its individual components, in Original or Modified Versions, may be sold by itself.

Original or Modified Versions of the Font Software may be bundled, redistributed and/or sold with any software, provided that each copy contains the above copyright notice and this license. These can be included either as stand-alone text files, human-readable headers or in the appropriate machine-readable metadata fields within text or binary files as long as those fields can be easily viewed by the user.

No Modified Version of the Font Software may use the Reserved Font Name(s) unless explicit written permission is granted by the corresponding Copyright Holder. This restriction only applies to the primary font name as presented to the users.

The name(s) of the Copyright Holder(s) or the Author(s) of the Font Software shall not be used to promote, endorse or advertise any Modified Version, except to acknowledge the contribution(s) of the Copyright Holder(s) and the Author(s) or with their explicit written permission.

The Font Software, modified or unmodified, in part or in whole, must be distributed entirely under this license, and must not be distributed under any other license. The requirement for fonts to remain under this license does not apply to any document created using the Font Software.

TERMINATION

This license becomes null and void if any of the above conditions are not met.

DISCLAIMER

THE FONT SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF COPYRIGHT, PATENT, TRADEMARK, OR OTHER RIGHT. IN NO EVENT SHALL THE COPYRIGHT HOLDER BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, INCLUDING ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION OF

CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF THE USE OR INABILITY TO USE THE FONT SOFTWARE OR FROM OTHER DEALINGS IN THE FONT SOFTWARE.

Terms & Conditions

1. Definitions

2. Conditions

3. No other representations

4. Orders

5. Delivery and Risk

6. Product specifications

7. Use of Equipment

8. Provision of Services

9. Charges

10. Property in Equipment purchased

11. Intellectual Property

12. Equipment Warranty and Limitation of Liability

13. Refunds and returns

14. Indemnity

15. Force Majeure

16. Dispute Resolution

17. Notices

18. General

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