Terms and Conditions

SupplyWise AU Pty Ltd

1. Introduction

Our Agreement with you consists of the following documents:

(a)these terms of use; and

(b)the Application.

2. Definitions & Interpretations

In this Agreement, unless the context otherwise requires:

(a)"Account" means either a Buyer Account or a Supplier Account, as the case requires;

(b)"Account Owner" means the person named in the Application as the Account Owner and who is responsible for the Account;

(c)"Agreement" means this document, including any schedule or annexure to it, and includes all Policies;

(d)"Application" means the online application on the Platform that must be completed by either the Buyer or the Supplier as the case requires, for the purpose of utilising the Platform and opening the Account;

(e)"Buyer" means a person who opens a Buyer Account on the Platform;

(f)"Commencement Date" means the date when the Application is submitted and accepted by SupplyWise on its determination;

(g)"Confidential Information" means information that is not already in the public domain (unless it is in the public domain as a result of a breach of this Agreement), whether or not in written form which relates to or is connected (either directly or indirectly) with:

(i)the Services;

(ii)SupplyWise and its related entities, including financial and business information, business plans, business models and reports relating to SupplyWise and its related entities;

(iii)the Business of SupplyWise; and

(iv)the terms of this Agreement;

(h)"Cost" means any cost, charge, expense, outgoing, payment or other expenditure of any nature whatsoever and howsoever arising and where appropriate includes fees and disbursements payable to contractors, consultants and lawyers;

(i)"Information" means the information required to be provided in an Application by either the Buyer or Supplier, as the case requires;

(j)"Interest Charge" means 10% per annum calculated daily and capitalising monthly;

(k)"Liability" includes a present, prospective or contingent liability;

(l)"Payment Date" means the date when the Platform Fees are due and payable to SupplyWise;

(m)"Payment Method" means a payment method elected by a User at the time of making an Application or otherwise advised by the User in writing, and which is acceptable by SupplyWise;

(n)"Platform" means the digital e-commerce platform provided by SupplyWise through its Website or app to facilitate the buying and selling of goods and services between the Buyer and the Seller;

(o)"Platform Fees" means all fees payable by the User in relation to that User's access and use of any Services, including set up costs, payment processing fees and any other additional fees that may be applicable in respect of the User's Account;

(p)"Policies" means all written policies of SupplyWise, which may be introduced, varied or updated by SupplyWise from time to time, including any privacy policy;

(q)"SupplyWise" means SupplyWise AU Pty Ltd (ACN 680 858 824) trading as SupplyWise AU and, as the case may require, any related entity of SupplyWise;

(r)"Services" means the use of the Platform and all and any other products or services provided by SupplyWise on the Platform;

(s)"Supplier" means a person who has opened a Supplier Account on the Platform;

(t)"Term" has the meaning given in clause 4;

(u)"User" means either the Buyer or the Supplier as described in the Application; and

(v)"Website" means the site www.supplywise.com.au.

3. Service

In consideration of the payment of the Platform Fees, SupplyWise will give the User access to the relevant services applicable to that User in accordance with the terms and conditions of this Agreement.

4. Term

This Agreement commences on the Commencement Date and shall continue until the termination of this Agreement in accordance with the terms and conditions of this Agreement.

5. Provision of Information

5.1 The User acknowledges and agrees that the provision of the Services including (but not limited to) the calculation of the Platform Fees, shall be based on the Information or any other information that is subsequently provided by the User.

5.2 Following the completion of and submission of an Application, the Account Owner will be provided with an automated response confirming the User's Account details.

5.3 The User must notify SupplyWise immediately of any change affecting its Account or Payment Method.

6. Payment of Fees

6.1 To enable and maintain a Buyer Account or a Supplier Account, as the case requires, the User must pay to SupplyWise the Platform Fees by way of the Payment Method on the Payment Date.

6.2 All Platform Fees will be billed monthly in arrears and will be billed on the 1st day of the month. All invoices will be sent to the Account Owner. The Payment Date will be shown on the invoice.

6.3 Where payment has not been made by the Payment Date, the User's Account may be suspended by SupplyWise until payment is made in full.

6.4 All outstanding Platform Fees will accrue the Interest Charge.

6.5 The User will not at any time be entitled to a refund.

6.6 SupplyWise may at any time change the Platform Fees payable provided that SupplyWise must give 30 days' notice of such change to the User.

7. User Obligations

During the Term, the User must:

(a)pay the Platform Fees in full and without set off or deduction;

(b)comply with the terms set out in this Agreement;

(c)provide SupplyWise with accurate and up to date Information; and

(d)in addition to the User's obligations under clause 5.3, notify SupplyWise immediately of any other issue or matter which may directly or indirectly affect provision of the Services.

8. Rights of SupplyWise

8.1 SupplyWise retains all rights in the Services and the Platform and reserves the right to modify or vary the Services or Platform at any time without notice.

8.2 SupplyWise reserves all rights to remove any content or to refuse the uploading of any material to the Platform at its sole discretion at any time.

8.3 The use of the Platform does not in anyway create any exclusivity of use by the User any other party whatsoever.

8.4 SupplyWise has no obligation to communicate with any other party, other than the Account Owner, except as otherwise directed in writing by the Account Owner.

8.5 SupplyWise retains full ownership of all its intellectual property rights in the Platform and the Services and nothing in this Agreement or by allowing use of the Platform is to be construed as granting any licence in the same.

9. Termination

9.1 Termination by SupplyWise

Notwithstanding any other condition of this Agreement, and without prejudice to any other remedies SupplyWise may have against the User or the Account owner, SupplyWise may terminate this Agreement at any time without notice in the following instances:

(a)the User fails to pay any Platform Fees or any other amount payable under this Agreement when due and payable;

(b)the User fails to notify SupplyWise in accordance with clause 5.3 or fails to meet its obligations under clause 7;

(c)the User or the Account Owner become a bankrupt or the subject the appointment of a manager, receiver, administrator or a liquidator or be the subject of any legal proceedings, including the issuing;

(d)the User breaches any other clause in this Agreement or any of the Policies and where it is possible that such breach may be remedied, has failed to remedy that breach within 3 days of written notice being provided to the User, such notice specifying the breach and requiring rectification of the breach.

9.2 Termination without cause

Either SupplyWise or the User may terminate this Agreement without cause by providing not less than 30 days written notice to the other party.

9.3 Events on termination

Upon termination of this Agreement:

(a)the User will cease to have access to its User Account and all access to the Services will cease;

(b)all moneys payable to SupplyWise up to and including the date of termination will immediately become due and payable without deduction and will be deemed a debt owing to SupplyWise.

9.4 Costs and expenses

The User must, on demand, reimburse SupplyWise for all costs, charges, expenses, fees, disbursements (including all legal costs on an indemnity basis) paid or incurred by SupplyWise of or incidental to:

(a)any breach, default or repudiation of this Agreement by the User; or

(b)the exercise or attempted exercise of any right, power, privilege, authority or remedy of SupplyWise under or by virtue of this Agreement, including all amounts incurred in preparation and service of a notice under this Agreement and in enforcing this Agreement generally,

and, following such demand, any amount owing will be deemed to be a debt owing to SupplyWise.

10. Confidential Information

The User shall not divulge or release any Confidential Information to any person other than permitted in accordance with this Agreement. This obligation survives termination of this Agreement.

11. Warranties & Liability

11.1 Warranties

(a) SupplyWise does not make any representation, warranty, assurance or inducement in relation to the Services or the Platform.

(b) The Account Owner and the User warrant (jointly and severally) that:

(i)the Information provided to SupplyWise is accurate and up to date, and acknowledges that SupplyWise has relied and will continue to rely on that Information, unless the User has notified SupplyWise of any variation or change;

(ii)it has full power and authority to execute this Agreement and to perform and observe all of its terms and provisions;

(iii)it has full power and lawful authority to conduct its business;

(iv)they will not use the Platform for any illegal or unauthorised purpose for any reason whatsoever that may contravene any law;

(v)any party whatsoever or howsoever appointed by the User to access the Platform does so on behalf of the User, and the User is responsible for ensuring that the party will comply with this Agreement and the User remains liable for any use of the Platform as if they themselves had accessed the Platform; and

(vi)in the case of a Supplier, that any product or service provided by that Supplier to a Buyer is not in breach of these terms of use and that such product or service is not in breach of its obligations under any law.

11.2 Liability

(a) Subject to this clause 11.2, SupplyWise has no liability (including, without limitation, consequential loss or damage), however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of:

(i)the provision of the Services;

(ii)the Information provided or not provided by the User;

(iii)any dispute or issue arising between the Buyer and the Supplier or in relation to any product or service provided by a Supplier;

(iv)the conduct of the User's business and any claim whatsoever or howsoever arising against the User;

(v)the supply of any product or service from the Supplier to the Buyer; or

(vi)any loss, damage, cost, expense, penalty payment directly or indirectly caused or incurred to or by either a Buyer or a Supplier with respect to the sale of goods and services between them.

(b) All statutory or implied conditions, guarantees or warranties are excluded to the extent permitted by law.

(c) To the extent permitted by law, the liability of SupplyWise under clause 11.2(a), which cannot be legally excluded, is limited to the lesser of:

(i)supplying the Service again; or

(ii)the Payment Fees received in respect of the matter giving rise to the Liability;

12. Indemnity

12.1 In addition to any other indemnity in this Agreement, the Supplier shall indemnify and keep indemnified SupplyWise and its directors, agents, servants, sub-agents, subcontractors and employees against all liability, cost, loss, claims, actions, suits, demands, expenses, including all legal costs and expenses in any way arising out of or in connection with:

(i)any breach of this Agreement or of any of the Policies;

(ii)the supply of any products or services to a Buyer;

(iii)infringement of any intellectual property rights of any third party;

(iv)misuse of the Services;

(v)any breach of the law whatsoever or howsoever arising;

(vi)any liability or cost claimed by any person whatsoever,

to the extent caused or contributed to by the Supplier.

12.2 The indemnity specified in clause 12.1 survives the termination or expiration of this Agreement.

13. Goods and Services Tax

The consideration payable for any supply made or to be made under this Agreement is exclusive of any goods and services tax (GST).

14. Severability

In the event of any part of this Agreement becoming void or unenforceable, whether due to the provision of any statute or otherwise, then that part shall be severed from this Agreement, to the intent that all parts that shall not be or become void or unenforceable shall remain in full force and effect.

15. Entire Agreement

This Agreement and any Policies comprise the entire agreement between the parties.

16. Variation

Any variation of this Agreement must be agreed to in writing by the parties.

17. Governing Law and Jurisdiction

The parties agree to submit to the jurisdiction of the Courts of Western Australia and, if applicable, the Commonwealth of Australia.

Last updated: 8/10/2025

SupplyWise AU Pty Ltd (ACN 680 858 824)