Terms & Conditions

These terms and conditions are between the Parties set out in the Contract Details (together the Parties and each a Party) and form part of the Agreement.

BACKGROUND

We provide Services that assist people to find their way around indoor spaces, audio systems to assist navigation, and associated analytics services for businesses.

You wish to acquire our Services for use at your Premises.

We agree to provide the Services on the terms and conditions of this Agreement.

1. ACCEPTANCE

1.1 You have requested the Services set out in the Service Schedules, and accept this Agreement by:

(a) signing and returning this Agreement;

(b) accepting this Agreement online or sending an email accepting this Agreement (expressly or impliedly); or

1.2 This Agreement supersedes any terms agreed before the start date of this Agreement.

2. SERVICES

2.1 This Agreement commences on the Start Date. We will commence providing the Services at the earlier of:

(a) the Start Date; or

(b) 60 calendar days following the signing of this Agreement,

unless otherwise agreed between the Parties.

2.2 We agree to provide you the Services in accordance with this Agreement (including any Specifications provided by us) and all relevant laws, and we will make reasonable efforts to provide support in accordance with the Service Levels.

2.3 You acknowledge and agree that any dates for delivery or for completion notified by us are estimates only, and we will have no Liability to you for failing to meet any delivery date provided the Hardware and Services are provided within a reasonable timeframe.

2.4 We may provide the Hardware and Services to you through us and/or our Personnel. We remain responsible for the provision of the Hardware and Services by our Personnel.

2.5 All variations to the Services (including the provision and installation of additional Hardware, as a result of an increase in the Floor Space or as otherwise requested by you), other than as expressly set out in this Agreement, must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably determined by us. If we consider that any instruction or direction from you constitutes a variation, then we will not be obliged to comply with such instruction or direction unless agreed in accordance with this clause 2.5.

2.6 From time to time, we may replace the Hardware as we deem necessary to provide the Services, including changing the technology type of the Hardware. We will provide you with reasonable notice of any such change, and agree that any replacement Hardware will deliver the same or similar functionality to the Hardware set out in the Service Schedules.

2.7 The Parties agree to the Special Conditions (if any). If there is any ambiguity, discrepancy or inconsistency between these terms and conditions and the Special Conditions, the Parties agree that the Special Conditions will prevail.

3. PRICE AND PAYMENT

3.1 You agree to pay us the Price in accordance with the Payment Terms. All amounts are stated in Australian dollars and are exclusive of GST (unless otherwise stated).

3.2 The Total Price comprises the Installation Fee, which is payable upon signing of this Agreement, and the Subscription Fee, which is invoiced in advance on an annual or monthly basis (as specified in the Contract Details) commencing from the Start Date, in each case exclusive of GST (unless otherwise stated).

3.3 In addition to the Price, you must reimburse us for all reasonable out-of-pocket expenses incurred by us in connection with providing the Services.

3.4 Reimbursable expenses include, but are not limited to, travel, accommodation, parking, tolls, and any other direct disbursements required to perform the Services. All reimbursable expenses will be charged at cost, with no additional margin, markup, or administrative fee. We must provide you with valid tax invoices or receipts for all reimbursable expenses.

3.5 Unless otherwise agreed between the Parties, any deposit set out in the Contract Details or the Service Schedules must be paid before we commence the provision of the Hardware and Services.

3.6 If any undisputed amounts are unpaid 7 days after the payment date set out in the Payment Terms and/or the Service Schedules, we may at our discretion suspend the provision of the Services until we receive payment, or charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 4% per annum (calculated daily and compounding monthly).

4. YOUR OBLIGATIONS AND WARRANTIES

4.1 You represent, warrant, acknowledge and agree that:

(a) there are no legal restrictions preventing you from engaging us, or agreeing to this Agreement;

(b) you have not relied on any representations or warranties made by us in relation to the Hardware and Services (including as to whether the Hardware and Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement;

(c) you will cooperate with us, and provide us with all documentation, information, instructions and access necessary to enable us to provide the Hardware and Services, as requested by us, from time to time, and in a timely manner;

(d) the information you provide to us is true, correct and complete;

(e) you will not infringe any third party rights in working with us and receiving the Hardware and Services;

(f) you will provide us and our Personnel with sufficient access, free from harm or risk to health or safety, to the Premises (including any facilities at the Premises), to enable us to provide the Hardware and Services, including at the dates and times that we may reasonably request; and

(g) you are responsible for obtaining, and providing to us if necessary, any access, consents, licences, approvals and permissions from other parties necessary for the Hardware and Services to be provided, at your cost.

5. YOUR STATUTORY RIGHTS

5.1 Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled: (i) to cancel your service contract with us; and (ii) to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service. A 'major failure' is as defined in the Australian Consumer Law.

5.2 Nothing in these terms is intended to exclude, restrict or modify, or have the effect of excluding, restricting or modifying, the application of any applicable laws in Australia (under division 1 of part 3-2 of the Australian Consumer Law (which forms schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot be excluded, restricted or modified by agreement between us.

6. HARDWARE

6.1 We will attend your Premises to install the Hardware. However, you will need to arrange your own service provider at your own time and cost if you have complex installation requirements or require modifications to your Premises or fit out.

6.2 Risk in the Hardware transfers to you on the installation of the Hardware at your Premises. Title in the Hardware transfers to you on payment of the Installation Fee.

6.3 We will provide limited support for the Hardware as set out in the Services Schedules.

6.4 You agree not to change the configuration of the Hardware for the duration of this Agreement.

6.5 Our responsibility for the Hardware is limited to the extent possible under applicable law.

7. TERM AND TERMINATION

7.1 This Agreement commences on the Start Date and continues for the Initial Term. After the Initial Term, this Agreement will automatically continue on a rolling basis until terminated in accordance with this clause 7.

7.2 After the Initial Term has ended, either Party may terminate this Agreement for convenience by giving the other Party at least 60 days’ written notice.

7.3 Either Party may terminate this Agreement if the other Party breaches a material term of this Agreement, and that breach has not been remedied within 10 business days of being notified by the relevant Party.

7.4 Prior to the expiry of the Initial Term, the Parties agree to discuss and negotiate in good faith the ongoing provision of the Hardware and Services to you. Where the Parties agree to continue this engagement otherwise than on the rolling basis described in clause 7.1, the Parties may enter into additional long-form documentation for the provision of the Hardware and Services, or vary this Agreement as agreed between the Parties.

7.5 On termination or expiry of this Agreement, you agree that:

(a) any amounts paid for Hardware and Services already provided by us are non-refundable;

(b) except where this Agreement is terminated by us under clause 7.3 as a result of your breach, if you have prepaid any Subscription Fee for a period that has not yet elapsed as at the date of termination, we will refund you a pro-rata amount of that prepaid Subscription Fee for the remaining, undelivered part of that period, less any amounts you owe us under this Agreement;

(c) you agree to pay us all amounts due and payable to us under this Agreement up to the date of termination, as a debt immediately due and payable; and

(d) you agree to return or give us access to recover all property belonging to us on request (including the Hardware, any Intellectual Property or Confidential Information), and to give us or our Personnel such rights of access necessary to exercise our rights under this clause.

7.6 The accrued rights, obligations and remedies of the Parties are not affected by termination of this Agreement.

8. LIABILITY, INDEMNITY AND EXCLUSIONS

8.1 Exclusions: Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by (whether directly or indirectly):

(a) acts or omissions of you or your Personnel (including any works, Hardware or services provided by you or your Personnel);

(b) any reliance on the Software by any third party for navigation of the Premises;

(d) your, or your Personnel’s, breach of this Agreement, any law or third party rights;

(e) any information, documentation, specifications or directions given by you or your Personnel; and

(f) any event or circumstance beyond our reasonable control.

8.2 Indemnity: Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to make good, indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:

(a) acts or omissions of you or your Personnel; or

(b) any information, documentation, specifications or directions given by you or your Personnel,

in each case except to the extent that such Liability is caused or contributed to by our negligence, wilful misconduct or breach of this Agreement.

8.3 Limitation of liability: Despite anything to the contrary, to the maximum extent permitted by law:

(a) we will not be liable for any Consequential Loss; and

(b) our maximum aggregate Liability in relation to the provision of the Hardware and Services or this Agreement will be limited to us resupplying the Hardware and Services to you or, in our sole discretion, to us repaying you the amount of the Price paid by you to us in the 12 months immediately preceding the event giving rise to the Liability, in respect of the Hardware and/or Services to which the Liability relates.

9. INTELLECTUAL PROPERTY

9.1 As between the Parties, all Intellectual Property Rights developed, adapted, modified or created by or on behalf of us or our Personnel in connection with this Agreement or the provision of the Hardware and Services, will at all times vest, or remain vested, in us.

9.2 You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of this Agreement, to use your and your Personnel’s Intellectual Property for the performance of our obligations under this Agreement.

9.3 You agree that we own all Intellectual Property Rights in all Intellectual Property owned, licensed or developed by or on behalf of us or our Personnel before the Start Date and/or developed by us or our Personnel independently of this Agreement and nothing in this Agreement constitutes a transfer or assignment of any of our Intellectual Property Rights unless expressly stated.

9.4 We grant you a non-exclusive, revocable, non-sublicensable and non-transferable right and licence, to use the Intellectual Property we provide to you under this Agreement, solely for the purposes for which they were developed and for your use and enjoyment of the Hardware and Services, as contemplated by this Agreement.

10. MARKETING

10.1 You represent and warrant that you have the power and authority to grant, and hereby grant to us a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display your logos, trademarks, trade names and similar identifying material solely in connection with the promotion and marketing of BindiMaps and the installation of BindiMaps at your BindiMaps-enabled location. Marketing by BindiMaps may include customer testimonials, announcements, press engagements, public speaking events, social media campaigns, and printed materials such as posters, flyers, and any other marketing channels that BindiMaps engages with.

10.2 This licence applies for the Term and for a period of 6 months following termination or expiry of this Agreement, to allow us to complete the wind-down of any marketing material already in production or published as at the date of termination or expiry. You may, at any time by written notice to us, withdraw this licence in respect of new marketing material, and request that we cease using your logos, trademarks, trade names and similar identifying material in any marketing material we control and have not yet published; we will action any such request within a reasonable time.

11. CONFIDENTIALITY

11.1 Subject to clause 11.2, each Party must (and must ensure that its Personnel) keep confidential, and not use or permit any unauthorised use of, all Confidential Information.

11.2 Clause 11.1 does not apply to Confidential Information that:

(a) is disclosed with the prior written consent of the Party to whom it relates;

(b) is or becomes public knowledge other than through a breach of this Agreement;

(c) was already known to the receiving Party, without any obligation of confidentiality, before it was disclosed under this Agreement;

(d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or

(e) is required to be disclosed by law, or is disclosed to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement, provided that the Party ensures the adviser complies with the terms of clause 11.1.

11.3 This clause 11 survives termination or expiry of this Agreement indefinitely, or for as long as the relevant information remains confidential, whichever is shorter.

12. DATA PROTECTION

12.1 Each Party must comply with its obligations under the Privacy Act 1988 (Cth), including the Australian Privacy Principles, to the extent applicable to the personal information handled in connection with this Agreement.

12.2 Any data, reports or analytics we provide to you under the Insights Services (Service Schedule C) will be provided in aggregated and/or de-identified form and will not, to the best of our knowledge, permit any individual to be identified, unless we expressly agree with you in writing to provide identifiable personal information.

12.3 If you receive any personal information from us in connection with the Services, you must:

(a) only use it for the purpose for which it was provided;

(b) not attempt to re-identify any individual from de-identified or aggregated data; and

12.4 Nothing in this clause limits either Party’s obligations under its own privacy policy to individuals whose personal information it collects directly.

13. FORCE MAJEURE

13.1 Neither Party will be liable for any failure or delay in performing its obligations under this Agreement (other than an obligation to pay money) to the extent that the failure or delay is caused by a Force Majeure Event.

13.2 A Party affected by a Force Majeure Event must promptly notify the other Party, use reasonable efforts to mitigate the effect of the Force Majeure Event, and resume performance of its obligations as soon as reasonably possible.

13.3 If a Force Majeure Event continues for more than 60 consecutive days, either Party may terminate this Agreement by written notice to the other Party, without liability to the other Party for that termination (other than for amounts already due and payable as at the date of termination).

14. GENERAL

14.1 Entire agreement: This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior representations, negotiations, arrangements and agreements between the Parties, whether oral or in writing, except for any fraudulent misrepresentation and except as set out in this Agreement. Nothing in this clause limits or excludes either Party’s liability for misleading or deceptive conduct under the Australian Consumer Law.

14.2 Assignment: Neither Party may assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party (not to be unreasonably withheld or delayed), except that we may assign or novate this Agreement without your consent to a related body corporate, or in connection with a sale, merger, restructure or transfer of all or substantially all of the business or assets to which this Agreement relates, provided the assignee agrees in writing to be bound by this Agreement.

14.3 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

14.4 Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

14.5 GST: If and when applicable, GST payable on the Price will be set out in our invoice. You agree to pay the GST amount at the same time as you pay the Price. GST has the same meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

14.6 Notices: Any notice given by a Party under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Party. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or, in the case of email, at the start of the next business day after the time of transmission, unless the sender receives an automated delivery-failure or non-delivery notification in respect of that email before that time.

14.7 Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.

14.8 Severance: If any provision (or part of it) under this Agreement is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under this Agreement cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from this Agreement and the remaining provisions (and remaining part of the provision) of this Agreement are valid and enforceable.

14.9 Survival: Clauses 5, 7, 8, 9, 10, 11, 12 and this clause 14 will survive the termination or expiry of this Agreement.

15. INTERPRETATION & DEFINITIONS

15.1 Any reference to “Hardware and Services” may mean “Hardware and/or Services”, as the case may be.

15.2 In this Agreement, unless the context otherwise requires, capitalised terms not otherwise defined shall have the meanings given to them in the Service Schedules, within these terms and conditions, and:

Agreement means this agreement which comprises the Contract Details, Standard Terms and Conditions, Service Schedules and Annexure.

BindiMaps means the wayfinding application known as “BindiMaps” operated and maintained by us.

Confidential Information includes information which:

(a) is disclosed to you in connection with this Agreement at any time;

(b) is prepared or produced under or in connection with this Agreement at any time;

(d) relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you receive that information.

Consequential Loss includes any consequential, special or indirect loss, damage or expense including any real or anticipated loss of revenue, loss of profit, loss of use, loss of occupation, loss of benefit, loss of financial opportunity, or economic loss whether arising out of a breach of this Agreement, at law, under any statute, in equity, or in tort (including negligence).

Contract Details means the contract details specified on the first page of this Agreement.

End Date means, if (and only if) the Parties have expressly agreed a fixed term for this Agreement in the Special Conditions instead of the rolling term described in clause 7.1, the date specified as the “End Date” in the Contract Details.

Floor Space means the floor space of the Premises in square metres, where the Services are to be provided.

Force Majeure Event means an event or circumstance beyond the reasonable control of a Party, including natural disaster, fire, flood or storm, epidemic or pandemic, war, terrorism or civil unrest, strikes or industrial action (other than by that Party’s own Personnel), and failure or shortage of power, telecommunications, the internet, or a supply of Hardware components.

Hardware means the hardware set out in the Service Schedules that form part of this Agreement.

Initial Term means the minimum contract period specified in the Contract Details.

Installation Fee means the fees for installing Software and/or Hardware at the Premises, as specified in the “Total Price” section of the Contract Details, and payable in accordance with clause 3.2.

Intellectual Property means any copyright, registered or unregistered design, patent or trade mark rights, domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party, a Party or otherwise.

Payment Terms means the terms of payment for the Services, as specified in the “Payment Terms” section of the Contract Details.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents.

Premises means any physical premises at which the Hardware and Services may be provided, as specified in the Contract Details.

Price means the fees for the provision of the Services, as set out in the “Total Price” section of the Contract Details, comprising the Installation Fee and the Subscription Fee.

Service Levels means the service levels set out in the Appendix.

Service Schedules means the schedules to these terms and conditions.

Services means the services set out in the Service Schedules that form part of this Agreement and includes provision of Hardware and Software.

Software means the software set out in the Service Schedules that form part of this Agreement.

Special Conditions means any terms set out in the “Special Conditions” section of the Contract Details.

Specifications means the technical and functional specifications and characteristics of the relevant Services.

Start Date means the anticipated Go-Live date, being a maximum period of 60 calendar days after signing of this Agreement, to allow for the implementation phase. Once implementation has been completed you will be notified, and this will confirm the actual Start Date.

Subscription Fee means the recurring subscription fee for the Services, specified in the “Total Price” section of the Contract Details and payable in accordance with clause 3.2.

Term means the period from the Start Date until this Agreement is terminated or expires in accordance with clause 7.

Total Price means the total of the Installation Fee and the Subscription Fee, as set out in the “Total Price” section of the Contract Details, payable in accordance with clause 3.2.

SERVICE SCHEDULE A – PATHVIEW

TERM	MEANING
Hardware	Not Applicable
Software	PathView interactive browser-based maps
Services	The Services include the following: • making the Software available to the general public; • access to dedicated customer support staff to assist with enquiries; • integrating the layout of the Premises into the Software, and providing navigational services through the Software with respect to the Premises.

SERVICE SCHEDULE B – KIOSK

TERM	MEANING
Hardware	Third Party. BindiMaps can supply Apple iPads for a fee or larger third-party hardware solutions.
Software	PathView interactive browser-based maps via hardware solution sourced from a third-party supplier.
Services	The Services include the following: • making the Software available to the general public; • access to dedicated customer support staff to assist with enquiries; • integrating the layout of the Premises into the Software, and providing navigational services through the Software with respect to the Premises.

SERVICE SCHEDULE C – INSIGHTS

TERM	MEANING
Hardware	Not Applicable
Software	Insights and data platform
Services	The Services include the following: • making the Software available to you for your internal business purposes; • access to a periodic report for Premises, including analytics on indoor traffic flows, heat maps and path analysis, detailed breakdown on arrivals, searches for destinations inside buildings and dwell times, provided in accordance with clause 12 (Data Protection); and • access to dedicated customer support staff to assist with enquiries.

SERVICE SCHEDULE D – APPS

TERM

MEANING

Software

BindiMaps mobile applications (PathView & TruStep) via Apple AppStore or Google Play Store.

Services

The Services include the following:

• making the Software available to the general public;

• installation and ongoing maintenance of the software at the Premises. This includes periodically sending BindiMaps staff or contractors, if deemed necessary, to scan the environment for any changes;

• access to dedicated customer support staff to assist with enquiries; and

• integrating the layout of the Premises into the Software and providing navigational services through the Software with respect to the Premises.

Last modified 01 SEPTEMBER 2026