Terms and Conditions for Metalix Subscription 1. Definitions 1.1 “Punchtech” means Punchtech Australia Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of Punchtech Australia Pty Ltd. 1.2 “Customer” means the person/s or any person acting on behalf of and with the authority of the Customer requesting Punchtech to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and: (a) if there is more than one Customer, is a reference to each Customer jointly and severally; and (b) if the Customer is a part of a trust, shall be bound in their capacity as a trustee; and (c) includes the Customer’s executors, administrators, successors and permitted assigns. 1.3 “Incidental Items” means any goods, documents, designs, drawings or materials supplied, consumed, created or deposited incidentally by Punchtech in the course of it conducting, or supplying to the Customer, any Services. 1.4 “Services” means all Services supplied by Punchtech to the Customer at the Customer’s request from time to time. 1.5 “Fee” means the price payable (plus any GST where applicable) for the Services as agreed between Punchtech and the Customer in accordance with clause 3 of this contract. 1.6 “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth). 2. Acceptance 2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for, or accepts delivery of, the Services. 2.2 These terms and conditions may only be amended with both parties’ consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and Punchtech. 2.3 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions (Victoria) Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act. 3. Fee and Payment 3.1 The Fee shall be as indicated on invoices provided by Punchtech to the Customer in respect of the Services supplied. 3.2 Time for payment for the Services shall be of the essence and will be stated on the invoice, quotation, or any other order forms. If no time is stated, then payment will be due seven (7) days following the date of the invoice. 3.3 The Customer shall not be entitled to set off against, or deduct from the Fee, any sums owed or claimed to be owed to the Customer by Punchtech nor to withhold payment of any invoice because part of that invoice is in dispute. 3.4 Unless otherwise stated the Fee does not include GST. In addition to the Fee the Customer must pay to Punchtech an amount equal to any GST Punchtech must pay for any supply by Punchtech under this or any other agreement for providing Punchtech’s Services. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Fee. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Fee except where they are expressly included in the Fee. 4. Provision of the Services 4.1 Delivery of the Services to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement. 4.2 Punchtech may deliver the Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions. 4.3 Any time specified by Punchtech for delivery of the Services is an estimate only and Punchtech will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Services to be supplied at the time and place as was arranged between both parties. In the event that Punchtech is unable to supply the Services as agreed solely due to any action or inaction of the Customer then Punchtech shall be entitled to charge a reasonable fee for re-supplying the Services at a later time and date. 5. Risk 5.1 Irrespective of whether Punchtech retains ownership of any Incidental Items all risk for such items shall pass to the Customer as soon as such items are delivered to the Customer and shall remain with the Customer until such time as Punchtech may repossess the Incidental Items in accordance with clause 6.3(c). The Customer must insure all Incidental Items on or before delivery. 5.2 Punchtech reserves its right to seek compensation or damages for any damage, destruction or loss suffered in relation to the Incidental Items as a result of the Customer’s failure to insure in accordance with clause 5.1. 6. Title 6.1 Punchtech and the Customer agree that where it is intended that the ownership of Incidental Items is to pass to the Customer that such ownership shall not pass until: (a) the Customer has paid Punchtech all amounts owing for the Services; and (b) the Customer has met all other obligations due by the Customer to Punchtech in respect of all contracts between Punchtech and the Customer. 6.2 Receipt by Punchtech of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then Punchtech’s ownership or rights in respect of the Incidental Items shall continue. 6.3 It is further agreed that: (a) the Customer is only a bailee of the Incidental Items and must return the Incidental Items to Punchtech immediately upon request by Punchtech; (b) the Customer holds the benefit of the Customer’s insurance of the Incidental Items on trust for Punchtech and must pay to Punchtech the proceeds of any insurance in the event of the Incidental Items being lost, damaged or destroyed; (c) the Customer irrevocably authorises Punchtech to enter any premises where Punchtech believes the Incidental Items are kept and recover possession of the Incidental Items. 7. Personal Property Securities Act 2009 (“PPSA”) 7.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA. 7.2 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Incidental Items and/or collateral (account) – being a monetary obligation of the Customer to Punchtech for Services – that have previously been supplied and that will be supplied in the future by Punchtech to the Customer. 7.3 The Customer undertakes to: (a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Punchtech may reasonably require to; (i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register; (ii) register any other document required to be registered by the PPSA; or (iii) correct a defect in a statement referred to in clause 7.3(a)(i) or 7.3(a)(ii); (b) indemnify, and upon demand reimburse, Punchtech for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Incidental Items charged thereby; (c) not register a financing change statement in respect of a security interest without the prior written consent of Punchtech; (d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Incidental Items and/or collateral (account) in favour of a third party without the prior written consent of Punchtech. 7.4 Punchtech and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions. 7.5 The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA. 7.6 The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA. 7.7 Unless otherwise agreed to in writing by Punchtech, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA. 7.8 The Customer must unconditionally ratify any actions taken by Punchtech under clauses 7.3 to 7.5. 7.9 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA. 8. Security and Charge 8.1 In consideration of Punchtech agreeing to supply Services, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money). 8.2 The Customer indemnifies Punchtech from and against all Punchtech’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Punchtech’s rights under this clause. 8.3 The Customer irrevocably appoints Punchtech and each director of Punchtech as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 8 including, but not limited to, signing any document on the Customer’s behalf. 9. The Commonwealth Competition and Consumer Act 2010 (“CCA”) and Fair Trading Acts (“FTA”) 9.1 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees). 9.2 Punchtech acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees. 9.3 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Punchtech makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Services. Punchtech’s liability in respect of these warranties is limited to the fullest extent permitted by law. 9.4 If the Customer is a consumer within the meaning of the CCA, Punchtech’s liability is limited to the extent permitted by section 64A of Schedule 2. 9.5 If Punchtech is required to rectify, re-provide, or pay the cost of re-providing the Services under this clause or the CCA, but is unable to do so, then Punchtech may refund any money the Customer has paid for the Services but only to the extent that such refund shall take into account the value of Services which have been provided to the Customer which were not defective. 10. Default and Consequences of Default 10.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Punchtech’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment. 10.2 If the Customer owes Punchtech any money the Customer shall indemnify Punchtech from and against all costs and disbursements incurred by Punchtech in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Punchtech’s contract default fee, and bank dishonour fees). 10.3 Further to any other rights or remedies Punchtech may have under this contract, if a Customer has made payment to Punchtech by credit card, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Punchtech under this clause 10 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this agreement. 11. Cancellation 11.1 Without prejudice to any other remedies Punchtech may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions Punchtech may suspend or terminate the supply of Services to the Customer. Punchtech will not be liable to the Customer for any loss or damage the Customer suffers because Punchtech has exercised its rights under this clause. 11.2 Punchtech may cancel any contract to which these terms and conditions apply or cancel delivery of Services at any time before the Services are commenced by giving written notice to the Customer. On giving such notice Punchtech shall repay to the Customer any money paid by the Customer for the Services. Punchtech shall not be liable for any loss or damage whatsoever arising from such cancellation. 11.3 In the event that the Customer cancels delivery of the Services the Customer shall be liable for any and all loss incurred (whether direct or indirect) by Punchtech as a direct result of the cancellation (including, but not limited to, any loss of profits).

11.4 Punchtech Australia Pty Ltd requires all cancellations are to be sent in writing with a 3 month notice period.

 12. Privacy Policy 12.1 All emails, documents, images or other recorded information held or used by Punchtech is Personal Information, as defined and referred to in clause 12.3, and therefore considered Confidential Information. Punchtech acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). Punchtech acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Customers Personal Information, held by Punchtech that may result in serious harm to the Customer, Punchtech will notify the Customer in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Customer by written consent, unless subject to an operation of law. 12.2 Notwithstanding clause 12.1, privacy limitations will extend to Punchtech in respect of Cookies where transactions for purchases/orders transpire directly from Punchtech’s website. Punchtech agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Customer’s: (a) IP address, browser, email client type and other similar details; (b) tracking website usage and traffic; and (c) reports are available to Punchtech when Punchtech sends an email to the Customer, so Punchtech may collect and review that information (“collectively Personal Information”) In order to enable / disable the collection of Personal Information by way of Cookies, the Customer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable, provided on the website prior to proceeding with a purchase/order via Punchtech’s website. 12.3 The Customer agrees for Punchtech to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) about the Customer in relation to credit provided by Punchtech. 12.4 The Customer agrees that Punchtech may exchange information about the Customer with those credit providers and with related body corporates for the following purposes: (a) to assess an application by the Customer; and/or (b) to notify other credit providers of a default by the Customer; and/or (c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or (d) to assess the creditworthiness of the Customer including the Customer’s repayment history in the preceding two (2) years. 12.5 The Customer consents to Punchtech being given a consumer credit report to collect overdue payment on commercial credit. 12.6 The Customer agrees that personal credit information provided may be used and retained by Punchtech for the following purposes (and for other agreed purposes or required by): (a) the provision of Services; and/or (b) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Services; and/or (c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or (d) enabling the collection of amounts outstanding in relation to the Services. 12.7 Punchtech may give information about the Customer to a CRB for the following purposes: (a) to obtain a consumer credit report; (b) allow the CRB to create or maintain a credit information file about the Customer including credit history. 12.8 The information given to the CRB may include: (a) Personal Information as outlined in 12.3 above; (b) name of the credit provider and that Punchtech is a current credit provider to the Customer; (c) whether the credit provider is a licensee; (d) type of consumer credit; (e) details concerning the Customer’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested); (f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Customer no longer has any overdue accounts and Punchtech has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments); (g) information that, in the opinion of Punchtech, the Customer has committed a serious credit infringement; (h) advice that the amount of the Customer’s overdue payment is equal to or more than one hundred and fifty dollars ($150). 12.9 The Customer shall have the right to request (by e-mail) from Punchtech: (a) a copy of the Personal Information about the Customer retained by Punchtech and the right to request that Punchtech correct any incorrect Personal Information; and (b) that Punchtech does not disclose any Personal Information about the Customer for the purpose of direct marketing. 12.10 Punchtech will destroy Personal Information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law. 12.11 The Customer can make a privacy complaint by contacting Punchtech via e-mail. Punchtech will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at www.oaic.gov.au. 13. General 13.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. 13.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Victoria, the state in which Punchtech has its principal place of business, and are subject to the jurisdiction of the courts in Victoria. 13.3 Punchtech shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Punchtech of these terms and conditions (alternatively Punchtech’s liability shall be limited to damages which under no circumstances shall exceed the Fee of the Services). 13.4 The Customer agrees that Punchtech may amend these terms and conditions by notifying the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for Punchtech to provide Services to the Customer. 13.5 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party. 13.6 Both parties warrant that they have the power to enter into this agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this agreement creates binding and valid legal obligations on them.