2.1 Service Description

SlashTech provides technology services focused on IoT implementations, LoRaWAN networks, and associated infrastructure. Specific services will be detailed in a Service Agreement, Statement of Work, Quote, or other written agreement between SlashTech and the Client.

2.2 Service Standards

• Perform services with reasonable skill, care, and diligence
• Comply with applicable laws, regulations, and standards
• Utilise appropriately qualified and experienced personnel
• Follow industry best practices and methodologies
• Adhere to agreed service levels and performance metrics

2.3 Changes to Services

• Reasonable notice provided to active clients
• No material diminution of contracted functionality or quality
• Service level commitments maintained or alternatives agreed

Client-requested changes follow SlashTech’s change process and may incur additional charges.

2.4 Service Exclusions

• End-user training beyond the service agreement
• Integration with unspecified systems
• Unspecified software or hardware
• Correction of issues caused by client misuse or unauthorised modification
• Support for equipment/software modified by third parties
• Repairs due to negligence, abuse, or force majeure

3.1 Cooperation

• Provide timely access to personnel, facilities, equipment, and information
• Make timely decisions and approvals
• Designate a primary contact with requisite authority
• Participate in testing and acceptance
• Provide accurate and complete information
• Follow reasonable implementation instructions

3.2 Use Restrictions

• No unlawful use or violation of laws
• No unauthorised access attempts
• No malicious code
• No interference with service integrity/performance
• No reverse engineering, decompiling, or disassembly
• No removal of proprietary notices
• No competitive analysis via access
• No IP infringement
• No resale/sublicensing without consent

3.3 Equipment and Facilities

• Provide safe, suitable facilities and required consents
• Maintain environmental conditions and connectivity
• Maintain physical and digital security
• Provide reasonable storage for equipment and materials

3.4 Third-Party Relationships

• Manage own customers and end-users
• Obtain necessary third-party permissions and licences
• Comply with applicable third-party terms
• Coordinate third-party vendors as needed

4.1 Fee Structure

Fees are defined in the Service Agreement, Quote, or Statement of Work and may be fixed price, time & materials, subscription, usage-based, or a combination.

4.2 Expenses

Client reimburses reasonable pre-approved expenses with supporting documentation and within agreed limits.

4.3 Payment Terms

• Invoices monthly or on milestone completion
• Payment due within 30 days of invoice
• Fees exclusive of taxes; charged additionally
• Payments in AUD via details on invoice

4.4 Late Payment

• Interest at 1.5% per month or legal maximum (whichever is lower)
• Service suspension until paid
• Client covers reasonable collection costs
• SlashTech may require advance payment

4.5 Fee Changes

• 60 days’ notice for recurring services
• At renewal of fixed-term agreements
• Per price-adjustment provisions
• To reflect cost changes/inflation/market conditions

5.1 Term

Commences on the effective date in the Service Agreement and continues per its duration, until completion, or until terminated under these Terms.

5.2 Renewal

Fixed-term recurring services renew automatically for equal periods unless either party gives 30 days’ prior notice of non-renewal.

5.3 Termination for Convenience

Either party may terminate with 90 days’ written notice for recurring services, or as otherwise specified for project-based services. Early termination fees may apply if stated in the Service Agreement.

5.4 Termination for Cause

• Material breach uncured 30 days after written notice
• Insolvency, administration, liquidation, or analogous events
• Ceasing or threatening to cease business

5.5 Consequences

• Client pays outstanding fees/expenses to termination date
• Return or destruction of materials and confidential information
• Survival of provisions by nature (e.g., IP, confidentiality)
• Licences end unless expressly stated otherwise
• Reasonable transition assistance at standard rates

6.1 SlashTech Intellectual Property

SlashTech retains rights in pre-existing materials, tools, platforms, software, methodologies, and non-client-specific developments. Client receives a non-exclusive, non-transferable licence to use such IP solely for the term and purpose of the Services.

6.2 Client Intellectual Property

Client retains rights in client materials, data, pre-existing IP, and client-specific configurations. Client grants SlashTech a limited licence to use such IP to provide the Services.

6.3 Newly Created IP

Unless otherwise agreed, custom deliverables created specifically for the Client are assigned to the Client upon full payment (excluding embedded SlashTech IP and open-source components).

6.4 Third-Party Materials

• Subject to third-party licence terms
• SlashTech will inform the Client of relevant licences
• Client must comply with those licences
• No warranties beyond those provided by the third party

7.1 Confidential Information

Confidential Information includes non-public information marked confidential or reasonably understood as confidential, such as strategies, financials, technical specs, client data, proprietary tech, security, and personnel information.

7.2 Obligations

• Use only for performing obligations under this agreement
• Limit access to those with a need-to-know and similar obligations
• Protect with at least reasonable care
• Return or destroy upon request or termination

7.3 Exclusions

• Previously known without restriction
• Public through no fault of the Receiving Party
• Rightfully received without duty of confidentiality
• Independently developed without use of Confidential Information
• Required by law (with prior notice where permitted)

7.4 Duration

During the term and for five (5) years thereafter; indefinitely for trade secrets and personal data.

8.1 Data Processing

• Client is data controller; SlashTech acts as processor
• Process only per Client’s documented instructions and these Terms
• Implement appropriate technical and organisational measures
• Assist Client with obligations under applicable privacy laws
• Delete or return personal data at end of service provision

8.2 Data Security

• Encryption in transit and at rest
• Access controls and authentication
• Regular testing and assessments
• Incident response procedures
• Staff training on security and confidentiality

8.3 Data Breach Notification

• Notify Client without undue delay
• Provide relevant information; cooperate on investigation
• Assist with legal notification obligations and mitigation

8.4 Data Localisation & Transfers

• Store/process primarily in Australia
• Inform Client of intended transfers outside Australia
• Ensure transfers comply with applicable laws and safeguards
• Obtain Client consent where required

8.5 Data Retention and Disposal

• Retain only as long as necessary to provide Services
• Securely dispose when no longer needed
• Follow documented retention/disposal procedures
• Comply with Service Agreement requirements
• Provide disposal confirmation upon request

9.1 Service Warranties

• Professional and workmanlike performance
• Material conformance to specifications
• Compliance with applicable laws and regulations
• Qualified personnel with requisite skills
• Right to provide the Services and grant licences

9.2 Client Warranties

• Rights to materials/data provided
• Use of Services in compliance with laws and Terms
• Necessary consents for data processing
• Accurate and complete information
• Adequate security on systems within Client control

9.3 Disclaimer

Except as expressly stated, Services are provided “as is” and “as available”; no warranty of uninterrupted or error-free operation or fitness for a particular purpose; no guarantee of specific results.

9.4 IoT & Network Disclaimers

• RF communications subject to environmental factors
• Coverage and signal vary with terrain, buildings, weather
• Battery life varies with usage and conditions
• Wireless availability may depend on third-party providers
• No guarantee of continuous connectivity or specific rates

10.1 Limitation

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages; nor for lost profits, revenue, data, or opportunities. SlashTech’s total liability is capped at fees paid by the Client in the 12 months preceding the claim.

10.2 Exceptions

• Indemnities
• Confidentiality breaches
• IP infringement
• Client payment obligations
• Matters that cannot be limited by law

10.3 Force Majeure

No liability for failure/delay due to events beyond reasonable control, including natural disasters, war, government actions, power/ telecom outages, pandemics, labour issues, etc. The affected party will notify and resume performance promptly.

11.1 SlashTech Indemnification

SlashTech will defend and indemnify the Client against claims arising from SlashTech’s breach, negligence/wilful misconduct, or third-party IP infringement by SlashTech materials/deliverables, subject to prompt notice, sole control of defence, reasonable assistance, and no admissions without consent.

11.2 Client Indemnification

Client will defend and indemnify SlashTech against claims arising from Client’s breach, negligence/wilful misconduct, unlawful use, client content/data, or third-party IP infringement by Client materials, subject to parallel conditions.

11.3 Mitigation

If Services become or likely become infringing, SlashTech may procure rights, modify, or replace the Services. If not commercially reasonable, SlashTech may terminate affected Services and refund prepaid fees for the unused portion.

• Professional indemnity: AUD 5,000,000
• Public liability: AUD 20,000,000
• Cyber liability: AUD 5,000,000
• Workers’ compensation as required by law
• Certificates of currency provided upon request

13.1 Informal Resolution

Parties will first attempt good-faith negotiations between authorised representatives.

13.2 Mediation

If unresolved within 30 days, parties will attempt mediation conducted by a mutually agreed mediator in accordance with the Resolution Institute Mediation Rules.

13.3 Legal Proceedings

If still unresolved within 60 days of mediation commencement, either party may commence proceedings. Either party may seek urgent injunctive or equitable relief at any time.

13.4 Continued Performance

During dispute resolution, each party will continue performing its obligations where practicable.

14.1 Entire Agreement

• These Terms and any Service Agreement, Statement of Work, or referenced documents constitute the entire agreement and supersede prior proposals or representations.
• Modifications must be in a written amendment signed by both parties.

14.2 Relationship

Parties are independent contractors; no agency, partnership, joint venture, or employment relationship is created.

14.3 Assignment

Neither party may assign without prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets.

14.4 Notices

Notices must be in writing and delivered by hand, recognised courier, certified mail (return receipt), or email with confirmation, effective upon receipt, to the addresses in the Service Agreement (or updated in writing).

14.5 Waiver

No failure or delay in exercising any right constitutes a waiver; a partial exercise does not preclude further or other exercise.

14.6 Severability

If a provision is invalid or unenforceable, the remainder remains in effect and the provision will be interpreted to best reflect its original intent.

14.7 Governing Law & Jurisdiction

Laws of Queensland, Australia govern; courts of Queensland have exclusive jurisdiction.

14.8 Survival

Provisions that by nature should survive (including IP, confidentiality, data processing and privacy, limitation of liability, indemnification) survive termination/expiration.

14.9 Counterparts

These Terms may be executed in counterparts (including electronic signatures), each deemed an original and together one instrument.