Terms of Trade

This document contains information from DEFEND that is confidential and privileged. The information is intended for the private use of the recipient organisation of this report. By accepting this document, you agree to keep the contents in confidence and not copy, disclose, or distribute this without written request to and written confirmation from DEFEND. If you are not the intended recipient, be aware that any disclosure, copying, or distribution of the contents of this document is prohibited.

Terms and Conditions
In these terms and conditions, DEFEND means DEFEND Limited (New Zealand company number 4067798) or related company (as that term is defined in the Companies Act 1993) that supplies any services to the purchaser of such services (Customer).The terms and conditions set out below apply to the supply of Goods and Services made by DEFEND to the Customer. By placing an Order with DEFEND the Customer agrees that it is bound by these Terms of Trade and that the Customer’s own terms and conditions do not apply.

Where the Customer has entered into a separate written supply agreement with DEFEND, these Terms shall also
apply except to the extent that there is any inconsistency between these Terms and the separate supply
agreement, in which case the relevant provisions of the supply agreement shall prevail.

Service Provision
1.0 DEFEND will supply services (Services) to the Customer as agreed between the parties in writing and recorded in a signed document, engagement letter (Letter of Engagement), purchase order or statement of work (Statement of Work).

The Customer and DEFEND shall engage in discussions to initiate the renewal process for the Initial Service Period, ensuring that such discussions take place at least 30 days prior to the specified end date of the Service Period. During these discussions, the Customer shall have the option to notify DEFEND of its intention to either terminate or extend the Service. In the event that a renewal contract is not in effect upon the conclusion of the Initial Service Period due to factors such as delays in procurement or signatory processes, both parties shall enter into a month-to-month Service Period to maintain uninterrupted Service continuity. Upon the commencement of the month-to-month Service Period, the Customer will be granted a 90-day window to either
renew or terminate the contract. If the Customer chooses to terminate the contract at any point, 60 days written notice is required.

1.1 In the event of any inconsistency or conflict between these terms and conditions and any Statement of Work,
the Statement of Work will take precedence.

1.2 DEFEND agrees to comply with the Customer’s relevant policies and procedures governing on-site access
that may be required for DEFEND to perform the Services and which have been notified to DEFEND in advance.

1.3 DEFEND will ensure that it deploys appropriately qualified and experienced personnel to supply the Services,
and that all Services are provided with reasonable skill, care, and diligence.

1.4 The Customer will be entitled to review the Services to establish whether they meet the requirements
specified in the relevant Statement of Work. DEFEND will inform the Customer of the date on which any Services
are ready for acceptance. The parties will agree the scope, timing, testing criteria and other relevant matters prior
to acceptance testing taking place.

1.5 To the extent that any of the Services do not materially meet the requirements specified in the Statement of
Work, DEFEND may at its option, following consultation with the Customer:

(a) replace or re-perform all or any part of the Services at no additional cost to the Customer; or

(b) refund to the Customer an appropriate proportion (as reasonably determined by DEFEND) of the fees paid by
in respect of such Services.

1.6 The Customer will complete all of the tasks allocated to the Customer in a Statement of Work in a timely
manner. DEFEND will be relieved of any failure or delay in performing its obligations to the extent that such
failure or delay results from any act or omission of the Customer or any of its employees or contractors.

2.0 Unless requested otherwise, invoices will be sent by email and all accounts must be paid by the 20th of the
month following.  If any item or part of any item in an invoice is disputed, the Customer shall notify DEFEND prior
to the last business day of the month in which the invoice is submitted specifying the item disputed.  Payment of
a disputed invoice may be deferred only in respect of the disputed part of the invoice.

2.1 The fees payable excludes Goods and Services Tax and any other taxes, duties, and levies payable in
respect of the supply of services, which the Customer must pay to DEFEND in addition to the fees.

2.2 DEFEND may review and alter its standard rates from time to time at its sole discretion.

3.0 In the event that:
(a) any amount payable by the Customer to DEFEND is overdue, or the Customer fails to meet any other
obligation to DEFEND, or in DEFEND’s opinion the Customer is likely to be unable to meet its payment or other
obligations to DEFEND; or

(b) the Customer commits any act of bankruptcy (as defined under the Insolvency Act 2006), becomes insolvent,
has a receiver appointed in respect of all or some of its assets, makes or is likely to make an arrangement with its
creditors, has a liquidator (provisional or otherwise) appointed, or is placed under statutory or official
management; or

(c) the Customer, if a company, fails to provide DEFEND with a certificate of solvency (as defined by the
Companies Act 1993) within 10 days of receiving a written demand therefor from DEFEND or is otherwise
presumed to be unable to pay its debts in accordance with section 287 of the Companies Act 1993.

(d) the ownership or effective control of the Customer or the Customer’s business is transferred, or the nature of
the Customer’s business is materially altered; or

(e) is the subject of any event analogous in nature to those listed in Clauses 3(b) and/or 3(c) under the laws of
any relevant jurisdiction; or

(f) the Customer is in breach of any of these terms and conditions,

(g) DEFEND will be entitled to cancel or suspend performance of all or any part of any contract, order, or
statement of work with the Customer which remains unperformed, in addition to and without prejudice to its other
rights and remedies.

(h) all amounts outstanding under any contract, order, or statement of work between DEFEND and the Customer
will, whether or not due for payment, immediately become due and payable; and

(i) The Customer must on request return to DEFEND any of DEFEND’s goods, materials and confidential
information in the Customer’s possession or control.

3.1 DEFEND reserves the right to charge the Customer interest on any overdue amount from the date when
payment is due until the date when payment is actually received by DEFEND. Interest will accrue on a daily basis
at the rate which is three (3) percent above the commercial overdraft rate charged by DEFEND’s principal bank
as at the due date. The Customer will be liable to pay any interest on demand together with all expenses and
legal costs incurred by DEFEND as a result of its failure to pay.

3.2 DEFEND is entitled to set-off any amounts owed by the Customer to DEFEND against any amounts owed by
DEFEND to the Customer.

Limitation of Liability
4.0 DEFEND shall not be liable for any indirect loss or damage (including without limitation loss of profits or
savings or for any indirect or consequential loss or damage), however caused, arising out of or in connection with
the supply of Services by DEFEND.

4.1 No action arising out of the supply of Services by DEFEND, regardless of form, may be brought more than six
months after the Customer becomes aware, or reasonably ought to have become aware, of the circumstances
giving rise to the action.

4.2 To the extent permitted by law, all statutory, express, or implied warranties by DEFEND including, without
limitation, implied warranties of merchantability and fitness for any particular purpose are expressly excluded.

4.3 The Customer confirms that the supply of Services by DEFEND under these terms and conditions is a supply
for business purposes in terms of section 2 and 43 of the Consumer Guarantees Act 1993 (Act) and accordingly
the provisions of the Act do not apply to the Services.

Intellectual Property and Confidentiality
5.0 Confidentiality: Except as required by law both parties shall preserve as confidential any information of a
confidential nature that they acquire in relation to the other.

5.1 Each party will remain the owner of its pre-existing Intellectual Property and nothing in these terms and
conditions will confer any proprietary rights on the other party in respect of the same.

5.2 Unless otherwise agreed in a Statement of Work or Letter of Engagement, all Intellectual Property created or
developed in connection with the provision of the Services will be owned by the Customer and DEFEND will do
all things necessary to vest such Intellectual Property in the Customer.

6.0 The Customer will not approach or solicit for employment, engage, or contract with any person deployed by
DEFEND in performing any Services during or for a period of six months after the conclusion of the relevant
Statement of Work without DEFEND’s prior written consent.

6.1 Neither party may assign or otherwise deal with any right or obligation arising out of these terms and
conditions without the other party’s prior written consent, except that DEFEND may appoint subcontractors to
discharge any of its obligations without the Customer’s prior written consent provided that DEFEND will remain
primarily liable to the Customer for any subcontractor's acts and omissions.

6.2 No claim or liability will arise against DEFEND under these Terms or any Order or Quote, if and to the extent
that DEFEND failure or omission to carry out or observe any provisions of these Terms or any Order or Quote
arises by reason of Force Majeure.  “Force Majeure” means any event outside the reasonable control of

6.3 These terms and conditions and any applicable Statement of Work record the entire understanding and
agreement of the parties relating to the relevant Services. They supersede all previous understandings or
agreements (whether written, oral or both) between the parties relating to the relevant Services.

6.4 If at any time DEFEND does not enforce any of these terms and conditions or grants the Customer time or
other indulgence, DEFEND will not be construed as having waived that term or condition or its right to later
enforce that or any other term or condition.

6.5 Nothing in these terms and conditions will constitute either party as the partner, agent, employee, or officer of
any other party, and neither party will make any contrary representation to any person.

6.6 DEFEND will not be liable for any failure to supply Services or to meet any other obligation to the Customer
where such failure results from any circumstances beyond DEFEND’s reasonable control.

6.7 These Terms are governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of
the New Zealand courts.