Telstra Online Services Agreement ( TOSA ) Between. Telstra Corporation Limited ( Telstra ) ABN and. trading as. ( TOSA Dealer ) ABN

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1 ( TOSA ) Between Telstra Corporation Limited ( Telstra ) ABN and trading as ( TOSA Dealer ) ABN Acceptance Telstra accepts the terms and conditions set out in the General Module and SaaS Service Module of this Agreement The TOSA Dealer agrees and acknowledges that by clicking Yes in the Accept Terms section of the online application, the TOSA Dealer accepts and is bound by the terms and conditions set out in General Module and SaaS Service Module of this Agreement. V2 1

2 General Details Interpretation definitions are contained in the Dictionary sections of the General Terms and the Service Modules. Any changes to the General Details must be agreed in writing and signed by both parties. 1 Parties Telstra ( we ) Name Telstra Corporation Limited TOSA Dealer ( you ) ABN Address 242 Exhibition Street, Melbourne, Victoria, 3000 Telephone (03) Fax (03) Name trading as ABN/ACN/ARBN Registered Office Telephone Fax 2 Execution Date Date of online acceptance of this Agreement by the TOSA Dealer 3 Commencement Date Date of activation of the TOSA Dealer Code by Telstra 4 Key Personnel 5 Notices Telstra Contract Manager Representative Telstra address Locked Bag 20057, Melbourne, VIC, 3001 TOSA Dealer Representative (d) TOSA Dealer address 6 Authorised Locations Dealer Code(s) Premise Code(s) V2 2

3 General Terms Interpretation definitions are contained in the Dictionary sections of the General Terms and the Service Modules. 1 Your obligations 1.1 Your appointment as TOSA Dealer: This agreement governs the basis on which you are appointed as a TOSA Dealer to promote the sale of our Services in Australia. You are appointed under each Service Module as a TOSA Dealer to promote particular Services. 1.2 Promotion of us and our Services and good faith: You must do your best to procure customers to purchase the Services and promote and extend our goodwill. You must always act in good faith in your dealings with us in connection with this agreement. 1.3 Directions and procedures: You must comply with our directions in relation to the performance of your obligations under this agreement including compliance with any administrative procedures notified and operations manuals issued by us from time to time. 1.4 Customer service: You must also comply with all applicable laws and industry guidelines and codes of conduct in conducting your Business, including but not limited to the Trade Practices Act 1974 (Cth) and state and territory fair trading legislation. 1.5 Promotion of competing services: Except to the extent that a Service Module provides otherwise in relation to one or more Services, you must not be (and you must ensure that your Key Personnel, Representatives and Associated Companies are not) involved directly or indirectly in the promotion of any service that we reasonably believe competes with, or is a like or substitutable service for, our Services. Your obligation to comply with this clause is a material obligation of this agreement, a breach of which obligation is not capable of remedy. 1.6 Authorised dealership locations: You may only promote the Services and procure customer applications for the Services from the Authorised Location/s listed in the General Details. The Dealer Code corresponding with each Authorised Location must be used when processing applications for Services. The Dealer Codes are our Confidential Information. You must not transfer or sell the Dealer Codes or allow any other person to use them or disclose them to any other person without our written consent. 1.7 Records, reports and audit: You must: keep complete and up-to-date records relating to your rights and obligations under this agreement (including your privacy obligations) in such detail and format as we may require from time to time; permit anyone authorised by us to inspect and take copies of those records at any reasonable time; and provide us with written reports on the performance of your obligations under this agreement if we request. 1.8 Indemnity: You indemnify us and our Representatives from and against any liability, loss, damage, costs or expenses we or our Representatives incur or suffer arising directly or indirectly from or in connection with any breach of this agreement by you, any act by or omission of you or your Representatives including negligent or criminal acts or omissions, the termination of this agreement (or part of this agreement) because of your breach and any penalty imposed under any applicable law relating to your performance of this agreement. Each indemnity in this agreement is a continuing obligation, separate and independent from your other obligations and survives termination of this agreement. V2 3

4 General Terms 1.9 Warranty regarding existing contractual obligations: You warrant that: if applicable to you, you have completed registration in the Microsoft Partner Program and have a current Microsoft advisor fee agreement on foot, and that the creation and performance of this agreement by you will not infringe any contractual obligation you owe to a third party. 2 Your relationship with us 2.1 Independent contractor: You are an independent contractor to us except to the extent that other relationships are expressly created under this agreement. 2.2 Relationship not to be misrepresented: You must not misrepresent your relationship with us. In particular you must not represent that you are Telstra, our subsidiary, division, partner or joint venturer. You must not represent that you are our agent except to the extent that you are expressly authorised to do so under this agreement. 3 Informing customers about our Services 3.1 Information about the Services: When promoting a Service, you must provide accurate information to customers about the Service. You must not make any representation about a Service, including its suitability for any particular use, compatibility with any equipment or system, performance or other characteristics that is inconsistent with information about the Service (such as specifications or contract terms) we provide to you for supply to customers. 4 Customer applications 4.1 Applications: If we require an application form to be used, you must ensure that our current approved application form for that Service is used and is properly completed and, if required by the application form, signed by the customer and processed in accordance with this agreement and any direction from us from time to time. 4.2 Customer identification: When processing an application for a Service you must sight documentation verifying the customer s identity in accordance with our then current procedures. Any application form submitted without our required minimum standards of identification may be rejected. If it is rejected, no remuneration for that customer s Service will be paid to you. Similarly, if a customer is not a genuine customer, no remuneration for that customer s Service will be payable to you. 5 Your remuneration 5.1 Remuneration for each Service: We will pay you for performing your obligations under this agreement in relation to a particular Service in accordance with this clause and the Service Module for that Service. You acknowledge and accept that if you are entitled to receive any payment from Microsoft Corporation by way of advisor fees for the sale and promotion of a service for which you are also entitled to receive payment from us under the terms of this agreement, then our payment to you satisfies Microsoft Corporation s obligation to pay you any advisor fees in relation to that Service. Except to the extent that this agreement expressly provides otherwise, you are not entitled to any ongoing remuneration under this agreement (or a particular Service Module) once the agreement (or the relevant Service Module) terminates or expires. This will not affect any rights to remuneration that have accrued prior to the termination or expiry. V2 4

5 General Terms 5.2 Changing remuneration: We may change the remuneration payable in relation to a Service from time to time by sending you a new or replacement Service Schedule unless the Service Schedule requires your consent to that change. 5.3 Rights preserved: A change to the remuneration payable in relation to a Service in accordance with clause 5.2 will not affect any rights to remuneration that have accrued at the time the change takes effect. 5.4 No entitlement to remuneration: We are not required to pay you under this agreement: for services rendered to us after the date of expiration or termination of this agreement; if you do not comply with your obligations under this agreement that relate to the event for which you claim payment; or during (and for your activities in) any period in which you remain in breach of this agreement (where we have notified you of a breach that we deem capable of remedy and you have not rectified that breach). 5.5 Overpayments resulting from information you provide to us: If we overpay you, the amount of the overpayment will be a debt immediately due and payable to us. We may set off the overpayment against amounts payable to you under this agreement. 5.6 Time for payments: Subject to clauses 5.8, we will use reasonable endeavours to pay any amounts payable to you under this agreement in respect of a Service within 28 days of the end of the month in which we send the customer their first account for that Service unless the Service Schedule provides otherwise or the amount of the payment due to you is less than $ in which case we may defer payment of that amount until the total amount payable to you exceeds $ Method for Payment: We may pay you by any method available to us, including electronic funds transfer, direct deposit or cheque or bank cheque. 5.8 Disputes: If you wish to dispute the amount we consider you are entitled to be paid under this agreement, you must give us notice within 6 months of the event you consider gives rise to your entitlement. Any notice under this clause must be in the form specified by us for this purpose (if any) and be accompanied by any documentation or information supporting your claim, including any relevant application forms. We will process your claim in accordance with such terms and conditions as we notify you are applicable to remuneration claims from time to time. 6 Term and termination 6.1 Term of this agreement: This agreement commences on the Commencement Date set out in the General Details and will continue until it is terminated under this clause or the last Service Module terminates or expires. 6.2 Termination by us: Either party may terminate this agreement: for convenience by giving 7 days notice of termination; immediately if either party terminates the Microsoft Agreement in accordance with its terms; or if applicable to you, your registration in the Microsoft Partner Program is withdrawn or terminated. 6.3 Termination for unremedied breach: Either party may terminate this agreement immediately by written notice if the other party: is in breach of a material obligation which is not capable of remedy; or V2 5

6 General Terms has failed to remedy the breach of a material obligation which is capable of remedy within 14 days of receipt of a notice requiring it to do so. The identification of particular breaches of this agreement as material does not indicate that only those breaches are material. The identification of particular breaches of this agreement as incapable of remedy does not indicate that only those breaches are incapable of remedy. 6.4 Your obligations on termination: If this agreement is terminated or expires you must: return any of our property in your possession or control including our documentation, stationery, merchandising material, loaned equipment and licensed associated software and within 7 days of termination certify that this has been done in a statutory declaration; (d) (e) (f) (g) (h) pay us any amount owing under this agreement within 7 days of termination; immediately stop identifying yourself as our TOSA Dealer or being otherwise involved in the promotion of our Services; immediately stop using our Trade Marks; immediately stop using documentation supplied to you under this agreement; remove from your premises any signs, signwriting or other things suggesting a connection with us or the promotion of our Services; immediately stop using and return to us (or destroy, if we direct) any Confidential Information provided to you under this agreement; and immediately stop using and return to us (or destroy, if we direct) all Telstra Customer Data. 6.5 Entry to premises: You authorise us and our representatives to enter your premises and remove any Trade Mark, sign, signwriting or other thing suggesting any connection with the promotion of Telstra or our Services if you fail to comply with your obligations under clause Other termination and suspension rights: Further rights relating to the suspension or termination of particular Services are set out in the Service Modules. 6.7 Survival of rights: The expiry or termination of this agreement does not affect any rights that have accrued under the agreement or rights and obligations under clauses 6.4, 6.5 and 10 or any other clauses of this agreement which by their nature survive termination. 7 How this agreement can be varied 7.1 Amendment of General Terms: These General Terms (including the General Details) may only be varied in writing signed by both parties, unless the General Terms provide expressly that one party may vary a particular term. 7.2 Amendment of Service Modules: The Service Terms (including those items of the Service Details that are referred to in the Service Terms) may only be varied in writing signed by both parties, unless the Service Terms provide expressly that one party may vary a particular term. We can amend, withdraw or replace a Service Schedule (including those items of the Service Details that are referred to in the Service Schedule) at any time by notice to you unless that Service Schedule requires your consent to that change. 8 Privacy 8.1 General privacy obligation: You must comply with all the Privacy Laws in relation to Personal Information, whether or not you are an organisation bound by the Privacy Act V2 6

7 General Terms 8.2 Specific privacy obligations: You: must obtain from each of your contractors to whom information is disclosed under clause 10.2, their written agreement to comply with Privacy Laws and the contract terms having the same effect as this clause; (d) must not do anything or omit to do anything with Personal Information that will cause us to breach any Privacy Law; must take all reasonable steps to ensure that the Personal Information is protected against any misuse, loss, unauthorised access, modification or disclosure; and must ensure that your Representatives complete such privacy training as may be required to ensure your compliance with this clause. 8.3 Protecting Your Privacy statement: When collecting Personal Information from or about an individual which will be disclosed to us you must provide the person with a copy of our Protecting Your Privacy collection statement, as supplied by us from time to time. 8.4 Cross-border transfer of Personal Information: You must not transfer Personal Information outside Australia without our prior written consent. 9 Our Trade Marks 9.1 Terms and conditions of your use of our Trade Marks: You may be authorised under Service Modules to use our Trade Marks in connection with the promotion of our Services and products. You acknowledge our sole ownership of the Trade Marks and right to control their use. You must: only use our Trade Marks strictly in accordance with our written instructions and any specifications which we may provide to you from time to time; (d) ensure that any proposed use by you of our Trade Marks has been approved by us before use; not display our Trade Marks in conjunction with trade marks applicable to goods or services not marketed or supplied by us without our prior consent; and cease any use of our Trade Marks in accordance with our instructions. 9.2 Further provisions relating to our Trade Marks You must permit us upon request to enter any premises at which you offer Services or products for sale in conjunction with our Trade Marks. You acknowledge and agree that: we are the owner of our Trade Marks and we retain the right to control their use and the quality of the goods and services to which they attach; the powers conferred on authorised users under section 26 of the Trade Marks Act 1995 are expressly excluded; (d) your use of our Trade Marks is for the term of this agreement for sole purpose of promoting our Services and products in Australia; and any goodwill and any other right, title or interest arising from your use of our Trade Marks accrues solely for our benefit. You must immediately notify Telstra if you receive notice or otherwise become aware of any infringement, misuse of, unauthorised use of, act inconsistent with, challenge to, or claim, demand or suit against our Trade Marks (an infringement ). We may in our sole and absolute discretion V2 7

8 General Terms take such action as it deems necessary or desirable (including without limitation issuing, conducting or settling legal or administrative proceedings) in relation to an infringement. 10 Confidential Information 10.1 Use of Confidential Information: You must only use Confidential Information for the purposes of this agreement Disclosure of Confidential Information: You must not disclose Confidential Information except: to your Representatives and Key Personnel to the extent necessary for the Permitted Purpose and, you must ensure that your Representatives and Key Personnel understand and comply with the obligations imposed by this clause; as required by law, subject to you notifying us immediately if you become aware that such a disclosure may be required; or with our prior consent Protection of Confidential Information: You must take all steps reasonably necessary to ensure that the Confidential Information is adequately protected from any unauthorised use, including complying with instructions or requests from us. These steps include preventing unauthorised persons from gaining access to, saving, downloading or copying Confidential Information or to places or systems where Confidential Information is stored. Unauthorised persons as referred to in the previous sentence includes Representatives and Key Personnel who advise you they no longer intend to be your Representatives or Key Personnel Notice of breach: You must immediately notify us of any unauthorised use or disclosure of Confidential Information Remedies: You acknowledge that damages would not be an adequate remedy for breach of this clause and that we are entitled to be granted specific performance or injunctive relief (as appropriate) as a remedy for breach or threatened breach in addition to any other available remedies Indemnity: You indemnify us against any loss, liability or expense we suffer or incur in connection with any breach or threatened breach by you of your obligations under this clause. 11 Telstra Customer Data 11.1 Ownership of Telstra Customer Data: All Telstra Customer Data is and remains our property and nothing in this agreement or in any other related agreement confers any rights on you in relation to Telstra Customer Data (including without limitation, intellectual property or other proprietary rights) Use of Telstra Customer Data: Subject to clause 11.4, you must only use Telstra Customer Data during the term of this agreement for the purpose that it is provided to you by us Prohibited use of Telstra Customer Data: You must not use or disclose Telstra Customer Data to develop a separate list of customers or customer information (for example by using Telstra Customer Data to contact customers and compile a separate or updated list of customers or customer information) Permitted uses and disclosures: You must not use or disclose Telstra Customer Data except: to your Representatives and Key Personnel to the extent necessary for the Permitted Purpose and you must ensure that your Representatives and Key Personnel understand and comply with obligations imposed by this clause; V2 8

9 General Terms as required by law, subject to you notifying us immediately if you become aware that such a disclosure may be required; or with our prior consent. 12 Notices 12.1 Notices and other communication: Subject to clause 12.2, a notice, direction, approval, consent or other communication in connection with this agreement including any writ of summons or other originating process or any third or other party notice ( notice ) must be in writing and: must be marked: (i) (ii) if sent to us - for the attention of the person nominated in item 6 of the General Details; and if sent to you - for the attention of the person nominated in item 6 of the General Details (unless sent via a Dealer Communication System); and must be left at, or sent by prepaid ordinary post (airmail if posted to or from a place outside Australia) to, the address of the addressee or sent by facsimile to the facsimile number of the addressee set out in item 6 of the General Details. We may also send notices to you via the Dealer Communication System or any like or replacement system Electronic communications: We may provide notices to you via Dealer Communication Systems. It is your responsibility to check our Dealer Communication Systems regularly for any notices or communications to you Time of effect of notices: A notice takes effect from the time it is received unless a later time is specified in it Receipt of notices: A letter, facsimile or notice posted on a Dealer Communication System is taken to be received: in the case of a posted letter, on the third (seventh, if posted to or from a place outside Australia) day after posting; in the case of facsimile, on production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient; and in the case of a notice posted on a Dealer Communication System, at 9am on the business day following the day the notice is posted on that system. 13 General 13.1 Entire agreement: This agreement constitutes the entire agreement of the parties about its subject matter and any previous agreements, understandings and negotiations on that subject matter cease to have any effect. You acknowledge that in entering into this agreement you have not relied on any representations or warranties about its subject matter except as provided in this agreement Assignment: Neither party may assign any of its rights or obligations under this agreement without the written consent of the other party Limitation of our liability: We and our Representatives will not be liable to you for any indirect or consequential loss or damage incurred or suffered by you in connection with this agreement V2 9

10 General Terms (including as a result of our breach of this or any negligence on our part or on the part of our Representatives) Waiver: A provision of, or a right under, this agreement may not be waived except in writing signed by the party granting the waiver Governing Law: This agreement and the transactions contemplated by this agreement are governed by the law in force in Victoria Severability: If the whole or any part of a provision of this agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this agreement or is contrary to public policy Exercise of rights: A party may exercise a right, power or remedy at its discretion, and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by a party does not prevent a further exercise of that or of any other right, power or remedy. Failure by a party to exercise or delay in exercising a right, power or remedy does not prevent its exercise Remedies cumulative: The rights, powers, obligations and remedies provided in this agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law or in equity independently of this agreement Set-off: We may set-off any amount due to us from you or any of your Associated Companies, (whether or not the amount is due to us under this agreement), against any amount due to you by us. 14 GST 14.1 Recovery of GST: Where one party ( supplying party ) makes a taxable supply and the consideration for that supply does not expressly include GST, the party that is liable to provide the consideration ( receiving party ) must also pay an amount equal to the GST payable by the supplying party Time for payment of GST amount: Subject to first receiving a tax invoice, the receiving party must pay the GST amount when it is liable to provide the consideration Adjustments: If the amount of GST recovered by the supplying party from the receiving party differs from the amount of GST payable at law by the supplying party (or an entity grouped with the supplying party for GST purposes) in respect of the supply, the amount payable by the receiving party to the supplying party will be adjusted accordingly Indemnity and reimbursement payments: If one party must indemnify or reimburse another party ( payee ) for any loss or expense incurred by the payee, the required payment does not include any amount which the payee (or an entity that is in the same GST group as the payee) is entitled to claim as an input tax credit, but will be increased under clause 14.1 if the payment is consideration for a taxable supply Recipient Created Tax Invoices We can and will issue recipient created tax invoices in respect of any supplies by you to us under this Agreement. You must not issue a tax invoice in respect of any supply by you to us under this Agreement unless we notify you that we will not be issuing a recipient created tax invoice for that supply. We are registered for GST purposes. We must notify you if we cease to be registered for V2 10

11 General Terms GST purposes or cease to satisfy the requirements for issuing recipient created tax invoices as set out in the GST legislation or as determined by the Commissioner of Taxation from time to time. (d) (e) You are registered for GST purposes and have notified us of your ABN. You must notify us if you cease to be registered for GST purposes. We must issue a copy of the recipient created tax invoice to you and must retain the original. We must issue the copy within 28 days from the date the value of the relevant supply is determined Change in the GST rate: If the GST rate changes after the date of this Agreement, any consideration that expressly includes GST must be adjusted to reflect the change in the GST rate. 15 General dictionary 15.1 Defined Terms: Capitalised terms that are used in this General Terms document but are not defined below have the meaning given to those terms in the General Details (if any). Associated Company means a Related Body Corporate as defined in section 9 of the Corporations Act 2001 (Cth). Business means the business of promoting the Services under this agreement. Confidential Information means: all information about our customers including Personal Information, customer information contained on an application form and customer lists in any form; any other information relating to our business disclosed or developed (by either party) under or in connection with this agreement; and any business processes or know-how disclosed under or in connection with this agreement, but does not include any information that: (d) (e) (f) is in the public domain other than as a result of a breach of this agreement or an obligation of confidence; or you can prove by contemporaneous written documentation was known to you independent of your dealings with us in connection with this agreement; or you acquire from a source (other than us or our representatives) who was entitled to disclose it. Dealer Communication System means any electronic or web-based system that we notify you will be used to provide notices to you. Key Personnel means your directors, officers and any person identified as key personnel in item 4 of the General Details. Microsoft Agreement means the Online Services Reseller Agreement entered into between Microsoft Corporation and us on [insert execution date]. Microsoft Partner Program means the program that you and Microsoft Corporation enter into. Permitted Purpose means fulfilling your obligations under this agreement. V2 11

12 General Terms Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not: about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion; or about the affairs or personal particulars of a legal entity such as a company or a business, which you receive or learn from any source as a consequence of or in the performance of your rights and obligations under this agreement. Privacy Laws means: the Privacy Act 1988 (Cth) and the Privacy Protection Policy issued by us; and any other legislation, principles, industry codes and policies relating to the collection, use, disclosure, storage or granting of access rights to Personal Information, which we notify you is a Privacy Law for the purposes of this agreement. Relevant Interest has the meaning given to that phrase in sections 608 and 609 of the Corporations Act 2001 (Cth). Representatives of an entity includes employees, agents, contractors and sub-contractors of the entity. Services means the telecommunications services specified in the Service Modules that we appoint you to provide, such as the SaaS Services. Telstra Customer Data means information about customers who purchase or express an interest in purchasing Services from you, that is: (d) collected or developed by you in the course of performing obligations under this agreement; obtained or developed by you in the course of, or at the same time as, procuring customers for our Services; obtained by you from us; and/or contained in any list provided to you by us. TOSA Dealer means a person appointed by us under a Telstra Online Services Agreement to promote certain types of our telecommunications services but excluding us, our Associated Companies and any Telstra-owned retail outlet. Trade Mark means a trade mark (including registered and unregistered trade marks and trade names) which is: used in relation to the Services or other goods and services supplied by us from time to time; or used in relation to dealerships or Telstra Licensed Shops Interpretation: In this agreement unless the contrary intention appears: terms used that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the meaning given in that Act, unless the context makes it clear that a different meaning is intended; and V2 12

13 General Terms (d) (e) (f) (g) (h) (i) (j) (k) consideration includes non-monetary consideration, in respect of which the parties must agree on a market value, acting reasonably. the singular includes the plural and vice versa; a reference to an agreement or another instrument includes any variation or replacement of either of them; a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; the word person includes a firm, body corporate or politic, unincorporated association or an authority; a reference to a person includes the person s executors administrators, successors, substitutes (including persons taking by novation) and assigns; if the day on which the performance of an obligation falls due is a Saturday, Sunday or public holiday in the place where the obligation is to be performed, the due date will be the next business day; an agreement, representation or warranty on the part of or in favour of two or more persons binds or is for the benefit of them jointly and severally; where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; and the word including is not a word of limitation. V2 13

14 Telstra Online ServicesAgreement SaaS Service Details Interpretation definitions are contained in the Dictionary sections of the General Terms and the Service Modules. TERM (Any change to Items 1 and 2 must be agreed in writing and signed by both parties) 1 SaaS Service Commencement Date (clause 1.3) Date of activation of the TOSA Dealer Code by Telstra 2 Periods (clause 1.3) Initial Period 12 months Additional Periods 2 X 6 months GENERAL (We may change Item 3 and 4 at any time by notice to you) 3 Platform Providers (clause 3) Jam Cracker 4 Trade Marks (clause 8) Not Used V1 14

15 SaaS Service Terms Interpretation definitions are contained in the Dictionary sections of the General Terms and this Service Module. 1 Appointment and term 1.1 Appointment: We appoint you to provide SaaS Services in Australia under the Promotions we make available to you. 1.2 Non-exclusive appointment: We may: appoint others to provide SaaS Services; and provide SaaS Services ourselves, in competition with you. 1.3 Commencement Date: This SaaS Service Module commences on the SaaS Service Commencement Date and will continue for the Initial Period and each of the Additional Periods (each as set out in item 2 of the SaaS Service Details). However, either party may bring this SaaS Service Module to an end by giving the other party notice of non-renewal at least 30 days before the expiry of the then current period, in which case the SaaS Service Module will expire at the end of that period. 2 Your obligations 2.1 Non-exclusivity in relation to SaaS: Notwithstanding clause 1.5 of the General Terms, we acknowledge that you do not promote our SaaS Services on an exclusive basis. 2.2 Premise Codes: You must use the Dealer Code corresponding with the relevant Authorised Location listed in Item 6 of the General Details when processing applications for SaaS Applications. Without limitation, this includes ensuring that the relevant Dealer Code appears on any paper or electronic application submitted to us in relation to the SaaS Services. 2.3 Accreditation: We may require you to obtain and maintain certain levels of accreditation with us or in relation to providers and manufacturers of SaaS software applications. 3 Manufacturer and Platform Provider terms 3.1 Acknowledgement of source of SaaS Applications: You acknowledge and agree that we are not the manufacturer of SaaS software or the applications that are developed as a SaaS; and the manufacturer, developer, distributor or Platform Provider of SaaS software or applications may impose obligations on us in order to distribute such applications, in which case: (i) (ii) (iii) any obligations imposed on us will be an obligation that you owe to us; we will hold the benefit of that obligation that you owe to us on trust for the relevant manufacturer, developer, distributor or Platform Provider (as the case may be); and the obligations contemplated by this paragraph will be set out on the T-Suite Portal, from time to time. V1 1

16 SaaS Service Terms 3.2 Further assurances: You will ensure that your Users, agree and acknowledge that all Platform Providers may access, use, collect, maintain, disclose, share or store information (including User Personal Information) in accordance with the Privacy Laws. You indemnify each Platform Provider from and against any liability, loss, damage, costs or expenses incurred or suffered by them arising directly or indirectly from or in connection with you or your Users : use of a Service Site of the relevant Platform Provider or use of any applications, information, materials, software, or services connected with that Service Site. 3.3 Directions and procedures not limited: You agree and acknowledge that any directions or procedures we issue to you in accordance with clause 1.3of the General Terms are not limited to administrative procedures, and may also include directions: to cease all or partial access to any Service Site without reason; or to provide us with information you or your Users may have provided to a Platform Provider as contemplated under this clause. 4 Our obligations 4.1 Remuneration: We will pay you for providing SaaS Services in accordance with the SaaS Service Remuneration Schedule. 4.2 Our employees or contractors: We must provide you with access to our employees or contractors to answer customer enquiries about SaaS Services and the Promotions, together with any other agreed activities. 4.3 Additional services: We may also: develop programs and procedures to obtain new and retain existing customers, organise conferences relating to SaaS Services or a Promotion for you to attend at your cost, and develop and organise sales and customer service training programs. 5 Online Ordering System 5.1 Use: From time to time, we may invite you to use the Online Ordering System. 6 Promotions 6.1 Promotion Schedules: You must only provide SaaS Services under the Promotions we make available to you. We may change or withdraw any Promotion at any time by notice to you. We may also issue new SaaS Service Promotion Schedules to you from time to time. 6.2 Advertising guidelines: All advertising for SaaS Services, SaaS Applications or Promotions must comply with the Advertising and Promotion Guidelines for Telstra Programs and any additional guidelines provided by us from time to time. If you fail to comply with these guidelines, we may terminate the SaaS Service Module or your participation in the Promotion. V1 2

17 SaaS Service Terms 7 Termination 7.1 Survival of rights and obligations: The rights and obligations under this clause 8 survive termination of this SaaS Service Module. 8 Trade Marks You are authorised to use the Trade Marks set out in item 4 of the SaaS Service Details in your provision of the SaaS Services. Any such use must be in accordance with the General Terms. 9 Dictionary Online Ordering System means the internet facility by which we sell SaaS Applications. Platform Provider means the entity or entities set out in item 3 of the SaaS Service Details who create, own and/or manage one or more Service Sites. Promotion means the customer offers detailed in a SaaS Service Promotion Schedule. Quarter means a 3 month period commencing on 1 January, 1 April, 1 July or 1 October, or another date specified in these SaaS Service Terms. SaaS Applications means the software or applications which we promote under a SaaS Service Promotion Schedule. SaaS Service Commencement Date means the date set out in item 2 of the SaaS Service Details. SaaS Services means the SaaS products and related services that we appoint you to provide, under which you may promote the SaaS Applications as instructed in a SaaS Promotion Schedule or as otherwise advised by us. Service Site means a software delivery site which may accessed by you and customers through web-sites maintained by us. Software as a Service (or SaaS) means a service delivery method that provides customers access to network-hosted and -managed applications delivered as web-based subscription services, and by which licensing, installation, set-up and ongoing infrastructure and software maintenance required to support each individual application are managed centrally by a hosting service provider. User includes your employee, agent, contractor, officer or director who accesses a Service Site. User Personal Information means information about a User which is that person s Personal Information. V1 3

18 SaaS Service Remuneration Schedule Interpretation definitions are contained in the Dictionary sections of the General Terms, the SaaS Service Terms and this SaaS Remuneration Schedule. 1 Overview of your remuneration 1.1 Monthly remuneration: Each month, you may be entitled to Upfront Service Payments in accordance with paragraph 2; and/or Deferred Service Payments in accordance with paragraph 3. The SaaS Service Promotion Schedules may specify whether you are entitled to Upfront Service Payments, Deferred Service Payments or both. You may also be entitled to other payments under SaaS Service Promotion Schedules. 1.2 Changes to your remuneration or this Schedule: We may change the terms of this Schedule, and the remuneration payable to you under this Schedule, with 30 days written notice to you. 2 Upfront Service Payments 2.1 Circumstances when you may be paid: If the SaaS Service Promotion Schedule specifies that Upfront Service Payments are payable under that SaaS Service Promotion Schedule, then subject to paragraph 2.3, we will pay you an Upfront Service Payment for: New SaaS Application on a Fixed Term Service Contract, Recontracted SaaS Application, and New SaaS Application on a Casual Service Contract. 2.2 How much are they? The amount of the Upfront Service Payment (if any) for each SaaS Application is set out in each SaaS Service Promotion Schedule. 2.3 Circumstances when they will not be paid: We are not required to pay you any Upfront Service Payments: where a customer does not provide us with your Premise Code when purchasing a SaaS Application; (d) for a Recontracted SaaS Application, if at the time of procurement, the Recontracted SaaS Application was already on a Fixed Term Service Contract, with more than 30 days remaining of its fixed contract term; or for any SaaS Application if we have required you to obtain and maintain accreditations and you have not done so; or for any SaaS Application which is procured through or acquired other than from us. For the avoidance of doubt, no Upfront Service Payment is payable where: (e) an existing customer on a Casual Service Contract changes spend levels or enters into a new Casual Service Contract; or V1 1

19 SaaS Service Remuneration Schedule (f) a customer on a New SaaS Application with a Fixed Term Service Contract or a Recontracted SaaS Application changes their minimum monthly spend level or access fee.and the terms of the Fixed Term Service Contract do not require the customer to restart their fixed contract term. Any Upfront Service Payment paid where paragraph 2.3 applies will be an overpayment for the purposes of clause 6.6 of the General Terms. 2.4 Time for payment: We will use reasonable endeavours to pay any amounts payable to you under this agreement in respect of a SaaS Application within 28 days of the end of the month in which we send the customer their first account for that SaaS Application unless the amount of the payment due to you is less than $ in which case we may defer payment of that amount until the total amount payable to you exceeds $ Overpayment: Where we pay you an amount under this Schedule or under any other SaaS Service Promotion Schedule and we subsequently determine that you were not entitled to such remuneration under the terms of this agreement, such payment will be an overpayment for the purposes of clause 5.5 of the General Terms. 3 Deferred Service Payments 3.1 How much is it? If a SaaS Service Promotion Schedule specifies that Deferred Service Payments are payable under that SaaS Service Promotion Schedule, then subject to paragraphs 3.2, 3.3 and 3.4, each month we will pay you Deferred Service Payments for each: New SaaS Application on a Fixed Term Service Contract, Recontracted SaaS Application, and Acquired SaaS Application The amount of the Deferred Service Payment (if any) for each SaaS Application is set out in each SaaS Service Promotion Schedule. 3.2 Maximum duration of payment: We will pay you Deferred Service Payments for the: duration of the contract term for the New SaaS Application or Recontracted SaaS Application, commencing on the SaaS Application Activation Date; and remainder of the contract term of the Acquired SaaS Application. 3.3 Entitlement to Deferred Service Payments ceasing: We will stop paying you Deferred Service Payments if, in respect of a New SaaS Application, Recontracted SaaS Application or Acquired SaaS Application: that SaaS Application is cancelled or terminated; another person procures the customer to take up a service to replace the New SaaS Application, Recontracted SaaS Application or Acquired SaaS Application; or this agreement terminates or expires. 3.4 Timing for cessation of Deferred Service Payments: We will stop paying you Deferred Service Payments from the date the New SaaS Application, Recontracted SaaS Application, or Acquired SaaS Application is disconnected, cancelled or terminated in Telstra s systems. V1 2

20 SaaS Service Remuneration Schedule 3.5 Timing for payment: We will use our best endeavours to pay you Deferred Service Payments within 60 days of the SaaS Application Activation Date and then each month for the duration of your entitlement. 3.6 Overpayments: Any Deferred Service Payment paid to you where paragraphs 3.3 and 3.4 apply or under any other similar paragraphs as paragraphs 3.3 and 3.4 of this agreement under another SaaS Service Promotion Schedule, this will be an overpayment for the purposes of clause 5.5 of the General Terms. 4 Transfer of Business We are not required to continue to pay you under this Schedule if you transfer that part of the Business to which the entitlement to payment relates, to another person. We will pay you any amounts due to you before that date. 5 Dictionary Acquired SaaS Application means a SaaS Application that: we are satisfied was arranged by a person whose business (including any part of the business relating to the SaaS Services) is sold, assigned or transferred to you after the SaaS Service Commencement Date, and we agree in writing to pay you for in accordance with this SaaS Services Module. Casual Service Contract means: a casual or month to month contract for a SaaS Application without a fixed period; or a contract for a SaaS Application that is for a fixed contract term, where that fixed contract term has already expired or has been terminated (for example, by payment of an additional amount to us). Connection Date means the date on which our systems are first able to process an invoice to the customer in respect of the SaaS Application. Deferred Service Payment means the remuneration we will pay to you in accordance with paragraph 3 of this Schedule. Excluded Term Contracts means: Casual Service Contracts; contracts to add a SaaS Application to an existing Fixed Term Service Contract (including group plans and account plans where additional SaaS Applications may be added); or any other contracts that we notify you are not Fixed Term Service Contracts. Fixed Term Service Contract means a contract for a SaaS Application that is entered into by the customer on or after the SaaS Service Commencement Date that is specified to be for a fixed contract term; and under which, if the contract is terminated within the fixed contract term, we are entitled to charge the customer an additional amount, but does not include Excluded Term Contracts. V1 3

21 SaaS Service Remuneration Schedule New SaaS Application means a SaaS Application procured by you after the SaaS Service Commencement Date, but excludes a Recontracted SaaS Application and an existing Casual Service Contract that is moved onto a new Casual Service Contract. Recontracted SaaS Application means a Fixed Term Service Contract that we are satisfied you procured after the SaaS Service Commencement Date and which was, at the time of procurement, on a Fixed Term Service Contract or Casual Service Contract. SaaS Application Activation Date means the date on which our systems are first able to process an invoice to the customer in respect of the New SaaS Application or Recontracted SaaS Application (as the case may be). Upfront Service Payment means the payment we will pay to you in accordance with paragraph 2 of this Schedule. V1 4

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