Staff Augme ntation Se rvices Terms and Conditions

1 Su p ply
1.1 NTT A us tr alia Pty Ltd ( ABN 65 003 371 239) ( "NT T") agr ees to s upply the c lient named in the offer ( "the
Clie n t") w ith the employ ees and c ontractors possessing the skills described in NTT's of fer ( "the NT T
Pe r so nnel") to work under the Client's dir ection and control.
1.2 The NTT Per s onnel w ill perform the r ole as hir ed labour ( "th e Wo rk") at the s ite ( "the Sit e") in c onsideration
f or the s ervice fees ( “the Se rvice Fee”) des cribed in the doc ument offering thes e s ervices ( "the Of fer") on
thes e ter ms and c onditions ( "th ese T erms"). These Ter ms and the Offer c onstitute the “ Agreem ent” f or the
s upply of the s ervices ( “th e Staff Augm ent at io n Services”).

2 Ackn o wledgement
2.1 The Client ac know ledges that it is responsible for the s election, induction, dir ection and supervision of the
NTT Per s onnel and that NTT is not r es ponsible for the adequacy or otherwise of the NTT Per s onnel f or t he
Client’s s pec ific intended purpose. A ctions taken by ( or omis s ions of) the NTT Per s onnel at the Client’s
dir ec tion will be tr eated as the Client’s ow n ac tions ( or omis sions).

3 Te r m
3.1 The A gr eement will c ommenc e on the Commenc ement Date s et out in the Of f er , and will ter minate on
c ompletion of the Wor k or if a date is specified, on t he Ter mination Date s et out in the Of fer , or on s uch other
date as may be agr eed by the parties in wr iting. If the Client w ishes to ex tend the Agreement, it mus t giv e
NTT w r itten notic e r equesting an ex tension and the duration of the extension. If the parties agree to extend
the A gr eement bey ond the Ter mination Date, NTT w ill is sue a r enewal letter and the v ar ied A greement w ill
c ontinue on s ame ter ms and c onditions ( all c onsequential c hanges having been made) as ar e c ontained in the
A gr eement.

4 Pu r chase Orders
4.1 A pur c hase Or der ( “PO”) f or Staff A ugmentation Ser vices iss ued by the Client c onstitutes an ac ceptance by
the Client of the A gr eement. A ny amendments to the A gr eement mus t be approved by NTT in w r iting to be
ef f ective. Only these Ter ms and the Offer ( not other terms and c onditions w hic h may be attached to or
inc or por ated in a PO) apply to the agr eement betw een the parties. A cceptance of a PO by NTT w ill not be
ac c eptance of any s uch terms or c onditions.

5 F ees an d Payment
T im esheets

5.1 NTT w ill deliv er times heets to the Client on Monday s ( or Tuesday if the Monday is a public holiday) for the
pr ec eding week’s Wor k, itemis ing the hours worked per day by the NTT Per s onnel. If the Client does not
agr ee w ith the content of the times heet, the Client mus t dis pute any of the particulars in the times heets before
5:00PM on the f ollow ing Fr iday, failing which the times heets( s) will be deemed to be appr oved.
5.2 In the ev ent of a dis pute as to the accuracy of a times heet the Client mus t s pecify the disp uted items and
r eas on f or the dis pute. NTT w ill then work w ith the Client in good f aith to r es olve the dispute. If the parties are
unable to r es olve the dispute w ithin seven ( 7) days, either party may s uspend the A greement until s uch time
that the dis pute is r esolved under clause

Ch ar g es

5.3 Subjec t to c lause 5.6, NTT w ill only c har ge the Client for the effectiv e hours worked by NTT Per s onnel, w hich
means hour s ac tually engaged in per for ming the Wor k and (unless otherwise agr eed) ex cludes meal br eaks ,
tr av el time to the Client's ( or its nomine e's ) premis es and holiday and other leav e entitlements.

Pu r ch ase Ord ers an d Billing

5.4 The Client mus t r ais e a PO f or the engagement. At the end of each agreed billing c ycle ( “ Billing Per iod” ) NTT
w ill inv oice the Client against the PO f or the engagement a s per the approved times heets. NTT w ill tr ac k the
ex penditur e against the PO and the Client mus t do the s ame. Wher e the engagement will ex ceed the balance
of the PO the Client mus t is s ue a new ( or amended) PO to c ov er the c har ges f or the balance of the
engagement.

Paym e nt T erm s

5.5 Pay ment ter ms ar e s trictly 30 days from the date of invoice. The Ser vice Fees and any expens es w ill be
inv oic ed at the end of each Billing Per iod and on c ompletion. A ny dis count which NTT may hav e gr anted to
the Client is f or feited by the Client if payment is not made to NTT by the due date.

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Ad d e d co sts

5.6 If the Wor k is per f or med outside a metr opolitan ar ea, or if travel is r equired by the Client as part of the Work,
the Client mus t pay the r eas onable travel and acc ommodation c osts incurr ed by NTT in the s upply of the Staff
A ugmentation Ser vices.

6 Taxes an d GST
6.1 The amount pay able to NTT is inc lus iv e of existing taxes, duties and government charges impos ed or lev ied
in A us tr alia in c onnection with the s upply of the Staff Augmentation Servic es. The Client is liable f or any new
or v ar ied taxes, duties or c har ges impos ed s ubsequent to NTT's quotation or propos al or to the Agreement in
r es pec t of the s upply of the Staff A ugmentation Ser vices. NTT w ill is sue a v alid tax inv oic e w here GST is to
be r ec ov ered.

7 In terest
7.1 A ny amount not paid by the due date f or payment will c arry interest from that da te until payment is made in
f ull at the r ate being 2 per centage points above the ov erdraft r ate c harged on overdraft ac counts over
$100,000 by the A NZ Bank fr om time to time.

8 Su p erannuation
8.1 Subjec t to any r equir ement at law to the c ontrary, NTT ac know ledges that the Client has no r esponsibility in
r elation to the pay ment of s uperannuation, workers' c ompens ation, taxes, s ick leave, annual leave, em ployee
benef its and any other pay ments incidental to employ ment in r espec t of the NTT Per s onnel. NTT w ill
indemnif y the Client and keep the Client indemnif ied from any liability, c osts, c laims or damages ar ising fr om
or w ith r egard to workers' c ompens ation insurance premiums or payr oll tax es, or Superannuation Guarantee
Lev y c osts in r espect of the NTT Per s onnel.

9 War r anty
9.1 NTT w ar rants that the NTT Per s onnel hav e the necessary know ledge, s kill, ex per ience and ability to perfor m
the Wor k.

10 Site Attendance
10.1 The NTT Per s onnel w ill attend at the Site or at s uch other plac e or places as the par ties may agr ee.

11 Se curity
11.1 NTT w ill ens ure that the NTT Per s onnel abide by the Client's security and other r easonable r equirements
notif ied to them by the Client w hen they ar e in attendance at the Site.

12 No Po aching
12.1 Dur ing the ter m of the A greement and for 6 months after the ter m, the Client mus t not employ or solicit for
employ ment any NTT Per s onnel.
12.2 If the Client br eac hes the pr ov isions of this c lause 12, the Client mus t p ay NTT an amount equal to 25% of the
annualis ed r ate that NTT pay s to the r elevant NTT Per s onnel as liquidated damages for the los s suffer ed by
NTT as a r es ult of the br each, which amount the parties acknowledge to be a genuine pr e - es timate of the loss
s o s uf fer ed and not a penalty .
12.3 Eac h par ty ac know ledges that the r es tric tion specified in this c lause 12 is in the c ircums tances r easonable
and nec es s ar y to protec t NTT's legitimate inter es ts.

13 Co n fidentiality
13.1 NTT and the Client agr ee that they will keep at all times as s tric tly c onfidential any c onfidential infor mation
that is dis c losed or pr ovided by one par ty to the other. In this c lause, "confidential infor mation" means
inf or mation in any form but does not i nc lude information that is alr eady in the public domain at the time that it
is dis c los ed or becomes part of the public domain otherwise than as a r esult of an unauthorised disclosure by
NTT or the Client.

14 In tellectual Pr operty
14.1 Unles s otherw ise agreed in w riting, all intellectual pr operty r ights in mater ials c reated by the NTT Per s onnel
w hile performing the Wor k will v est in the Client on their c reation.

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15 Disp ute Resolution

Ap p lication o f p rocedure

15.1 Eac h of the par ties s hall use their r easonable endeavours to co-operatively r esolve a dispute. Dis c uss ions
betw een the parties.
15.2 If a dis pute ar is es, the dis pute s hall be r eferred to a nominated r epr esentative from eac h party for r esolution.

Re f e rral to a Pan el/Execu tive Panel

15.3 If the dis pute is not r esolv ed by parties’ nominated r epresentatives within 5 Business Day s of s uch a r efer ral
in ac c or dance with c laus e 15.2, the dis pute shall be r eferr ed to a panel ( “Panel”) for r esolution. Eac h par ty
s hall nominate 2 r epr esentatives fo r the Panel w ithin 5 Bus iness Day s of the r eferral to the Panel in
ac c or dance with this c lause 15.3.
15.4 If the dis pute is not r esolv ed by the Panel w ithin 10 Business Day s of s uch r eferral, the Panel s hall w ithin 3
Bus ines s Day s r efer the dispute f or resolution to an ex ec utive panel c ompr ising the CEO of eac h par ty ( or his
or her nominee) and the member s of the Panel ( “ th e Exe cutive Pan el” ).

Pr o ce dure

15.5 The Panel and the Ex ec utiv e Panel s hall determine their ow n pr ocedures f or the r esolution of the dispute.
15.6 Dec is ions of the Panel or the Ex ec utive Panel may only be made by unanimous agr eement of the member s of
the Panel or the Ex ec utiv e Panel, as the c ase may be.
15.7 A ny dec ision of the Panel or the Ex ecutive Panel s hall be binding on the par ties.

Co n d it io n p receden t t o litigation

15.8 Neither par ty s hall c ommenc e legal proceedings unless the parties have undertaken the process s et out in
c laus es 15.2, 15.3 and 15.4, and those pr ocesses hav e f ailed to r es olve the dispute.

Pe r f orm an ce o f o blig at io ns pen ding resolution o f d isp ute

15.9 Pr ior to the r es olution of a dis pute, the parties s hall c ontinue to perform their r es pective obligations to the
ex tent that those obligations are not the subject matter of the dispute.
15.10 Nothing in this c laus e 15 s hall pr event a par ty f rom c ho osing to perform an obligation which is the subject
matter of the dis pute.

In ju n ctive Re lief

15.11 Nothing in this c laus e pr events either par ty from s eeking urgent injunctive r elief against the other party.

16 Te r mination
16.1 If the Client:
( a) def aults in any payment or br eaches any terms of the A greement;
( b) bec omes unable to pay its debts as and when they fall due;
(c ) f ails to alloc ate a NTT Per s onnel to per form Wor k w ithin a r easonable time of arr ival at a Site; or
( d) c ommits an ac t of bankr uptcy o r , being a c ompany, enters into liquidation or pr ov isional liquidation
w hether compuls or y or v oluntary or compounds with its c reditors generally or has a r eceiver or receiver
manager or adminis tr ator appointed ov er all or part of its as sets or passes a r es olution for winding- up
or a petition is pr es ented for its winding -up,
NTT may w ithout prejudic e to any of its r ights or r emedies under the A greement or otherwis e, by notice to the
Client:
( a) s us pend the s upply of further servic es and r equire payment in advance for futur e s ervices;
( b) ter minate the A gr eement;
(c ) c laim immediate pay ment of all money s due by the Client in r espect of all Staff A ugmentation Ser vices
w hic h w ill then be immediately due a nd payable notwiths tanding the due date or dates f or payment or
any ter ms agr eed by NTT; and/or
( d) c ontinue to enforce its rights and recover fr om the Client s uc h payments and any other amounts ow ing
as and w hen they fall due.
16.2 The Client par ty may ter minate the Agreement immediately if NTT:
( a) bec omes unable to pay its debts as and when they fall due; or

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( b) c ommits an ac t of bankr uptcy or enter s into liquidation or pr ov isional liquidation whether c ompuls ory or
v oluntar y or c ompounds with its c reditors generally o r has a r eceiver or r eceiver manager or
adminis tr ator appointed ov er all or part of its ass ets or passes a r esolution for winding - up or a petition
is pr es ented f or its winding -up.

17 No Re presentations
17.1 The Client ac know ledges that NTT has not made any w arra nty or r epr es entation, ex pr es s or implied, in
r elation to the Staff A ugmentation Ser vices, inc luding whether they ar e s uitable for a par ticular pur pose
( w hether s uch pur pose was made know n to NTT or not) , ex cept as pr ov ided in the A gr eement.

18 No Imp lied Te rms

18.1 To the ex tent per mitted by law , all ex press or implied w arranties, r epresentations, s tatements, ter ms and
c onditions r elating to NTT or the pr ov ision of Staff A ugmentation Ser vices under the A greement, not ex pressly
s et out in the A gr eement, ar e exclu ded fr om the agr eement between the par ties. If a c ondition or warr anty is
implied into this A gr eement by a law which c annot be ex cluded, liability is limited at the option of NTT, to the
s upply of the defective Staff Augmentation Serv ices again or the payment of the cost of having the defective
Staf f Augmentation Servic es s upplied again.

19 Limitation o f Liability
Co n s um er Gu aran tees

19.1 If c laus e 102 of the A us tralian Cons umer Law ( under the Competition and Cons umer A ct 2010 (Cth) ) applies
to NTT's goods and/o r s ervices:
( a) they c ome w ith guarantees that c annot be exc luded under the A ustr alian Cons umer Law ;
( b) f or major f ailures in a s ervic e, the Client is entitled:
( i) to c anc el its s er vice contract w ith NTT; and
( ii) to a r ef und f or the unused portion, or to compensation f or its r educed value;
(c ) f or major f ailures with goods the Client is als o entitled to c hoose a r efund or r eplacement;
( d) if a f ailur e in the goods or a s erv ice does not amount to a major f ailure, the Clie nt is entitled to have the
f ailur e r ectified in a r easonable time and if this is not done the Client is entitled to a r efund for the
goods and to c ancel the c ontract for the serv ice and obtain a r efund of any unused por tion; and
( e) the Client is als o entitle d to be c ompensated f or any other reasonably foreseeable lo s s or damage
f r om a f ailur e in the goods or s ervice.

L iab ility u nd er t he Ag reem ent

19.2 NTT's aggr egate liability, w hether arising from br each of c ontract, negligenc e or any other tort, br each of
w ar ranty, under an indemnity, or s tatute, in equity or otherwise is limited to an amount equal to the total
amount paid to NTT f or the Staff Augmentation Serv ices .
19.3 Nothing in c laus e 19.2 operates to limit NTT's liability f or:
( a) c laims f or death or pers onal in jury;
( b) br eac h of c onfidentiality; or
(c ) thir d par ty claims for infr ingement of intellectual proper ty r ights.
19.4 NTT is not liable f or any indir ec t, incidental, special or c onsequential loss or damage, or for loss of use,
r ev enues, pr ofits, goodw ill, bar gain or los s of opportunities, anticipated s avings, or los s of or corr uption of
data, w hether arising from br each o f c ontract, negligence or any other tort, in equity , or under an indemnity,
w ar ranty or otherwise, and whether or not NTT w as aw are of the possibility of such los s or damage.

20 Var iation
20.1 A ny v ar iation to the A greement mus t be in w riting. V ariations to any of the Staff A ugmentation Ser vices
agr eed to be s upplied will be c har ged by NTT at its then c ur rent r ates for those additional s ervices, unless
other w ise agreed in w riting.

21 21. General
21.1 Notic es mus t be in w riting and s ent by mail, email, hand deliv er y or transmitted by facsimile to the addr es s,
email addr es s or facsimile number of the receiving party and are deemed deliv er ed, in the c as e of:
( a) hand deliv er y, on delivery ;
( b) pos ting, thr ee days after dis patch;

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(c ) f ac s imile, on c ompletion of c omplete and legible transmis sion;

( d) email:
( i) w hen the sender r eceives an automated mes sage c onfir ming delivery; or
( ii) 4 hour s af ter the time s ent ( as r ecor ded on the device fr om w hich the s ender s ent the email)
unles s the s ender r eceives an automated mes s age that deliv er y failed, whichever happens fir st.
21.2 No lenienc y , indulgence or extension of time gr anted by NTT to the Client w ill pr ejudice any of NTT's r ights in
any w ay or c onstitute a w aiver of any of NTT's r ights.
21.3 If any of the ter ms of the A greement ar e for any r eason dec lar ed to be or become unenforceable, invalid or
illegal, the r emaining ter ms w ill r emain in f ull force and effec t.
21.4 The A gr eement is governed by the law s of New South Wales and the parties agree to submit to th e non-
ex c lus ive juris diction of the c ourts of New South Wales.
21.5 The A gr eement c onstitutes the entir e agr eement betw een the parties on the subject matter and s upersede
any pr ev ious under standing or agreement on that s ubject matter .
21.6 Ex c ept f or the pay ment o f Servic e Fees , neither party will be liable f or any delay or failur e to perform its
obligations under the A gr eement if the failure or delay is due to c ircums tances beyond its r eas onable c ontr ol,
inc luding but not limited to ac ts of any governmental body, ac ts of god, lightning s trikes, earthquakes, floods,
f ir es , other natural disaster s, ex plos ions or accidental damage, ac ts of w ar , ac ts of public enemies , terrorism,
r iots , c ivil c ommotions , malic ious damage, s abotage, strikes or c ommunic ation network and facility
inter r uptions or failures. Either party may terminate the Contract by written notice to the other party if a f orce
majeur e ev ent c ontinues for a per iod of 60 days or mor e fr om the date that the force majeur e ev ent
c ommenc ed.

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