INFINITE EDGE

Terms of Service

Managed services, IT support, goods and related services

Version 2.0 FINAL  |  22 July 2026   |   Supersedes v1.4

Infinite Edge Pty Ltd  | ABN 26 349 322 772

(03) 9988 1832   |   info@infiniteedge.com.au   |  www.infiniteedge.com.au

PART ONE

General

1. Definitions and interpretation

1.1  In these Conditions, the Rate Scheduleand every Quote, Order, Plan, contract or other arrangement for the supply ofGoods or Services by Us, the following words have the following meanings:

“After Hours” means 5:00pm to 8:00am Mondayto Friday, and all day Saturday, Sunday and Public Holidays;

“Business Hours” means 8:00am to5:00pm Melbourne time, Monday to Friday, excluding Public Holidays;

“Client”, “You” or “Your” means theperson or entity that seeks or obtains a Quote for, or that orders or receives,Goods or Services from Us, and includes the person named on an Order, theperson who places an Order, and any person on whose behalf an Order is placed,and their successors and permitted assigns;

“Committed Term” means the minimumterm for a Plan set out in the applicable Quote or Plan Schedule;

“Conditions” means these terms andconditions;

“Goods” means any goods sourced orsupplied by Us, including computer hardware and Software, and any goodssupplied in connection with the Services;

“GST” has the meaning given in the ANew Tax System (Goods and Services Tax) Act 1999 (Cth);

“Order” means any order placed by Youwith Us for Goods or Services, in any form;

“Period” means a period agreed betweenUs and You during which particular Services will beprovided;

“Plan” means an ongoing arrangementbetween Us and You for Services and/or Goods, including as set out in a PlanSchedule;

“Plan Schedule” means the documentsetting out the key terms, inclusions, exclusions and pricing applicable to aPlan, as varied in accordance with clause 9;

“Public Holidays” means any day thatis a public holiday throughout Victoria, other than a bank holiday;

“Quote” means a quote or proposalprovided to You by Us;

“Rates” means the hourly rates andother charges for Goods and Services set out in the Rate Schedule, a Plan, aPlan Schedule, a Quote or these Conditions;

“Rate Schedule” means Our schedule ofrates, charges and conditions, as varied in accordance with clause 12;

“Service Request” means a request forservice, such as adds, moves, changes and technical assistance;

“Services” means the provision of anyservices by Us, including Work, advice and recommendations;

“Software” includes software and any installation,update, associated software and related services;

“Us”, “Our” or “We” means InfiniteEdge Pty Ltd ABN 26 349 322 772 and its successors and permitted assigns;

“Work” means anything We do, provide,customise, produce or acquire in connection with the Services, includingtesting, troubleshooting, installation, configuration, consulting, scoping,planning, documenting and quoting.

1.2 In these Conditions, unless the contrary intention appears: the singularincludes the plural and vice versa; a reference to legislation includesamendments and replacements; headings and bold text are for convenience onlyand do not affect interpretation; references to dollars are to Australiandollars; references to time are to Melbourne, Australia time; a reference to aperson includes a corporation, partnership, trust or authority; “includes”means includes without limitation; and a reference to insolvency includes bankruptcy,winding up, liquidation, administration and any analogous event.

2. Application of these Conditions and order ofprecedence

2.1  These Conditions apply to, and areincorporated in, every Quote, Order, Plan, contract or other arrangement forthe supply of Goods or Services by Us to You.

2.2  To the extent of any inconsistencybetween documents, the following order of precedence applies, each prevailingover those after it: (a) any written agreement signed by both parties; (b) the applicablePlan Schedule; (c) the accepted Quote or Order; (d) these Conditions.

2.3  If any provision of these Conditionsis invalid or unenforceable, it is severed and the remaining provisionscontinue in full force.

3. Term

3.1  The Committed Term for a Plan is setout in the Quote or Plan Schedule and begins on the first day of the month inwhich You sign or approve the Quote, unless the Quote states otherwise.

3.2  We will remind You in writing at leastsixty (60) days before the end of the Committed Term.

3.3  After the Committed Term, the Plan continues on a month to month basison the then current terms until it is terminated under clause 4 or a newCommitted Term is agreed in writing.

4. Termination

4.1  Either party may terminate a Plan orthese Conditions by written notice if the other party: (a) breaches a materialterm and fails to remedy the breach within thirty (30) days of written notice describingit; or (b) ceases to conduct business, or suffers an insolvency event, to theextent termination on that ground is permitted by law.

4.2  During any month tomonth continuation under clause 3.3, either party may terminate the Planfor any reason on ninety (90) days written notice.

4.3  If You terminate a Plan during theCommitted Term other than under clause 4.1, You must pay an early terminationcharge equal to the remaining monthly service fees for the unexpired portion ofthe Committed Term, less any direct costs We avoid because of the earlytermination. The parties agree this is a genuine pre-estimate of Our loss,reflecting pricing, onboarding and other value provided onthe basis of the full Committed Term.

4.4  On termination, Wewill assist You in the orderly transition of the Services to You or anotherprovider, and You will pay for that assistance at the then current Rates.

4.5  Termination does not affect accrued rights.Clauses 21, 29, 30, 31 and 32 survive termination.

5. Entire agreement and representations

5.1  These Conditions, together with thedocuments listed in clause 2.2, record the entire agreement between the partiesabout their subject matter.

5.2  No employee or agent of Ours isauthorised to make any representation, warranty or promise about the Goods orServices except as recorded in those documents. Nothing in this clause limitsany rights You have under the Australian Consumer Law.

6. Notices

6.1  Notices under these Conditions must bein writing and sent by email: to You, at the email address You last notified toUs; and to Us, at marty@infiniteedge.com.au.

6.2  An emailed notice is taken to bereceived when sent, unless sent after 5:00pm or on a non-business day, in whichcase it is taken to be received at 9:00am on the next business day, providedthe sender does not receive a delivery failure message.

7. Governing law and dispute resolution

7.1  These Conditions are governed by the lawsof Victoria, and the parties submit to the non-exclusive jurisdiction of thecourts of Victoria.

7.2  Before starting court proceedings(other than for urgent interlocutory relief or recovery of undisputed debts), aparty must give the other written notice of the dispute, and seniorrepresentatives of each party must meet within ten (10) business days and attemptin good faith to resolve it.

7.3  If the dispute is not resolved within twenty(20) business days of the notice, either party may refer it to mediation inMelbourne administered by the Resolution Institute under its mediation rules,before commencing proceedings.

8. Assignment

8.1  You may not assign Your rights orobligations under these Conditions without Our prior written consent, whichwill not be unreasonably withheld.

8.2  We may assign or novate theseConditions to a related body corporate, or in connection with a sale of Ourbusiness, by giving You written notice.

9. Variation of these Conditions

9.1  We may vary these Conditions or a PlanSchedule by giving You at least thirty (30) days written notice. The currentversion of these Conditions will also be published on Our website.

9.2  If a variation materially adverselyaffects You, You may terminate the affected Plan bywritten notice before the variation takes effect, without incurring an earlytermination charge.

9.3  If You continue to receive Goods orServices after a variation takes effect, You are takento have accepted it. The version of these Conditions current at the date of anOrder applies to that Order.

PART TWO

Goods and services

10. Quotes

Validity: a Quote for Services or a Plan is valid for thirty(30) days, and a Quote for Goods is valid for seven (7) days, unless the Quotestates otherwise. We may extend validity in writing.

Invitation: a Quote is an invitation to You to place an Order. Abinding contract forms when We accept Your Order under clause 11.

Changes: if You request changes after a Quote is issued, We mayre-quote or charge for the changed work at the prevailing Rates.

Goodspricing: prices for Goods are basedon supplier cost at the date of the Quote. If a supplier price or availabilitychanges before We accept Your Order, We will notifyYou of the adjusted price or a substitute of equal or superior quality, and proceed only with Your approval.

Stock andreturns: We do not hold inventory; Goodsare ordered on receipt of Your Order. If You cancel or return Goods, arestocking fee may apply, and refunds for Goods are subject to the supplieraccepting the return. Nothing in this paragraph limits Your rights under theAustralian Consumer Law.

Deliveryestimates: delivery timeframes areestimates provided by suppliers and are not guaranteed dates. Freight ischarged in addition unless the Quote states otherwise.

11. Orders

Placing Orders: You may place an Order by signedorder form, by email approval, or through Our web-based approval system,quoting the relevant Quote where applicable and including Your full legal name,ABN or ACN, and address.

Authority: absent actual knowledge to thecontrary, We may rely on the apparent validity of anOrder. A person who signs, sends or approves an Orderwarrants that they are authorised to do so on behalf of the person forwhom the Order is placed.

Acceptance: an Order takes effect when it isaccepted by Us in writing. For Goods, We may requirepayment in cleared funds, including freight and any in-transit insurance,before ordering or releasing the Goods. Services under a Plan are invoiced inaccordance with the Plan and clause 29.

Credit checks: You consent to Usundertaking credit reference checks for the purpose of assessing credit terms,in accordance with applicable privacy and credit reporting law.

Cancellation: an accepted Order may only becancelled with Our written agreement. Goods despatched by a supplier oftencannot be cancelled or returned.

Processes: Youagree to cooperate with Our reasonable processes and procedures as advised fromtime to time.

12. Pricing and Rates

12.1  All Rates and amounts are exclusive ofGST and other taxes and government charges unless stated otherwise in writing.

12.2  You must pay for Goods and Services atthe Rates in the applicable Plan, Plan Schedule, Quote or Rate Schedule.

12.3  Where a Plan or Quote fixes pricingfor a stated period, We will honour that pricing forthat period. Otherwise, We may vary Rates by givingYou at least thirty (30) days written notice.

12.4  CPI adjustment. We may increase theRates for monthly recurring Services once per calendar year in line with themost recently published All Groups Consumer Price Index for Melbourne (ABS). Wewill give You at least thirty (30) days written notice of the change, the effectivedate and the new Rates. Continued receipt of the Services after the effectivedate constitutes acceptance.

12.5  Renewal review. At the commencement ofany renewal or new Committed Term, Rates for recurring Services may be adjustedby the greater of the CPI movement described in clause 12.4 and three (3) percent.

12.6  Call-out fees, where applicable, areset out in the Rate Schedule and depend on where the Services are provided.

12.7  Where We process a return, refund orcancellation for You, We may charge a return orcancellation fee reflecting Our reasonable administration costs,and may deduct it from any refund.

12.8  You must reimburse material out ofpocket expenses reasonably incurred in providing the Services, includingtravel, accommodation, tolls and parking. We will obtain Your prior writtenauthorisation before incurring material expenses.

12.9  Where a charge is calculated on timeincrements, the whole increment is charged even if work occupies part of it.

12.10  Pre-paid blocks of Service must bepaid in advance, are consumed in the increments set out in the Rate Schedule,apply only during the agreed Period, and unused amounts do not roll over andare not refundable.

12.11  Line of business application support.Support for Your third party line of businessapplications is included only where the applicable Plan Schedule says so. Whereit is not included, We will scope the support requiredduring onboarding, and any additional monthly cost will be agreed with You in writingbefore it applies, and reviewed at quarterly businessreviews. We may act as an intermediary with Your application vendors. Where arequest exceeds the anticipated scope, for example API work, website issues orlarge-scale application changes, We will notify Youpromptly, and the work will be scoped and quoted as a project before itproceeds.

13. Services and Plans

13.1  We currently offer the Services andPlans described in the Rate Schedule and applicable Plan Schedules. Plan Schedulesare provided to clients participating in a Plan, and a copy of the current RateSchedule is available on request.

13.2  Changes to the scope or terms of aPlan are made in accordance with clause 9.

14. Subcontracting

14.1  We may subcontract any of the Services, and remain responsible to You for the Servicesunder these Conditions.

15. Delivery, title and risk

Delivery: We will use reasonable endeavours to despatch Goods bythe estimated date but are not liable for delay caused by circumstances beyondOur reasonable control, including supplier and carrier delays. You must beavailable to accept delivery at Your nominated address during Business Hoursunless otherwise arranged.

Risk: risk in Goods passes to You on delivery to Yournominated address. You must insure the Goods from delivery.

Retention oftitle: until We receive full paymentin cleared funds for all amounts You owe Us on any account: title in the Goods remainswith Us; You hold the Goods as bailee for Us; You must store them so they areidentifiable as Ours and must not sell them except in the ordinary course ofYour business; and if You sell them, You hold the proceeds on trust for Us in aseparate account to the extent of the amount owing.

Repossession:if You fail to pay when due, We may, to the extent permitted by law and after reasonablenotice where practicable, enter premises where the Goods are reasonably believedto be stored and repossess them, and You must pay Our reasonable costs of doingso.

PPSA: You acknowledge that these Conditions create asecurity interest in the Goods and their proceeds for the purposes of thePersonal Property Securities Act 2009 (Cth), and Youagree to do anything reasonably required by Us to register and perfect thatsecurity interest.

16. Returns and claims

Supplierterms: Goods are supplied subject tothe returns and claims policies of the relevant manufacturer or supplier. CustomisedGoods, specially procured Goods and Goods sourced from overseas or fromsuppliers no longer trading may not be returnable.

Inspection: You must inspect Goods promptly on delivery and notifyUs in writing within seven (7) days of any matter You wish to claim about.Returnable Goods must be returned in original condition and packaging, exceptwhere the Goods are faulty or not as described.

Costs: You must pay the reasonable costs of returns unless themanufacturer or supplier bears them, or the return arises from Our error or afailure of a consumer guarantee.

Nothing in this clause limits Your rightsunder the Australian Consumer Law.

17. Nature of IT services

17.1  You acknowledge that informationtechnology work can involve diagnosis by trial and error, and that tests,troubleshooting, advice and recommendations made in good faith may proveincorrect or need revision, particularly when curing an existing problem. We willact with due care and skill and make reasonable endeavours to provide soundadvice and effective work.

17.2  Reasonable assistance limits. Under aPlan, We are obliged to provide the assistancedescribed in the applicable Plan Schedule, and otherwise what is reasonable inthe circumstances, normally being work during Business Hours within any time Wehave estimated or allowed for the Work. Additional work is chargeable at theapplicable Rates unless otherwise agreed.

17.3  Where We recommend third party Goods, You acknowledge that suitability, compatibility and vendorbehaviour involve factors outside Our control, and that customising Goods for aparticular purpose can be a substantial project in itself.You are responsible for Your decisions whether to follow recommendations andwhether to purchase, subject to Our obligation to act with due care and skill,clause 21, and the Australian Consumer Law.

17.4  You will follow Our reasonable instructionsfor testing and troubleshooting, and We will allocate the resources Wereasonably consider appropriate to resolving outstanding problems.

18. Force majeure

18.1  Neither party is liable for failure ordelay in performing its obligations, other than an obligation to pay money, tothe extent caused by events beyond its reasonable control, including supplierfailure, transport stoppage, fire, flood, natural disaster, epidemic, war,riot, or action of a public authority.

18.2  The affected party must notify theother and use reasonable endeavours to mitigate. If a force majeure eventcontinues for more than sixty (60) days, either party may terminate theaffected Order or Plan by written notice, and You must pay for Goods and Servicessupplied up to termination.

19. Product specifications

19.1  Manufacturers may vary dimensions andspecifications after the Order date. We may supply Goods with minor variations,or substitute Goods of equal or superior quality at no more than the quotedprice, with Your approval where the change is material.

20. Warranties

20.1  Goods are covered by the applicablemanufacturer's warranty, generally for parts and labour on a return to depotbasis, and warranty claims are administered by the manufacturer. We willprovide reasonable assistance in directing warranty claims.

20.2  Nothing in this clause excludes, restrictsor modifies any consumer guarantee or other right You have under the AustralianConsumer Law, including guarantees that Goods are of acceptable quality andthat Services are provided with due care and skill.

21. Liability

21.1  Nothing in these Conditions excludes,restricts or modifies any right or remedy You have under law that cannot beexcluded, restricted or modified, including under the Australian Consumer Law.

21.2  Subject to clause 21.1, all terms, conditions,warranties and guarantees that would otherwise be implied into these Conditionsare excluded.

21.3  Where legislation implies a term thatcannot be excluded but liability for its breach can be limited, Our liability for that breach is limited, at Our option: forGoods, to replacing or repairing the Goods or paying the cost of replacement orrepair; and for Services, to resupplying the Services or paying the cost ofresupply.

21.4  Subject to clause 21.1, neither party isliable to the other for loss of profits, revenue, business, goodwill oranticipated savings, or for indirect or consequential loss, however caused.

21.5  You are responsible for maintainingbackups of Your programs and data, and subject to clause 21.1 We are not liablefor loss of programs or data, except to the extent the loss is caused by Ourfailure to provide backup Services expressly included in Your Plan Schedule.

21.6  Subject to clauses 21.1 and 21.3, Our totalaggregate liability to You arising out of or in connection with theseConditions, whether in contract, tort (including negligence), statute orotherwise, is limited to the total fees paid by You to Us under the applicablePlan or engagement in the twelve (12) months preceding the event giving rise tothe liability. This limit does not apply to liability that cannot be limited atlaw, or to liability arising from fraud or wilful misconduct.

21.7  Each party's liability to the other isreduced proportionately to the extent that the other party's acts or omissionscaused or contributed to the loss.

22. Errors and omissions

22.1  We take care to ensure prices anddescriptions are accurate. If a Quote or Order contains a genuine error oromission, We may, acting reasonably, correct it orrescind the affected contract by written notice, and Our liability in thatevent is limited to refunding amounts You have paid for the affected Goods orServices not supplied.

PART THREE

Our responsibilities

23. Privacy

23.1  We collect, hold, use and disclosepersonal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, for thepurposes of providing Quotes, Goods and Services, administering Ourrelationship with You, verifying information You provide, and related purposes.

23.2  We may disclose personal informationto suppliers, contractors and service providers to the extent needed for those purposes, and otherwise will not disclose it without consentunless authorised or required by law.

23.3  Our privacy policy, available atwww.infiniteedge.com.au, explains how You can access and correct personalinformation and how to make a privacy complaint.

24. Our website

24.1  Information on Our website is providedin good faith. To the extent permitted by law and subject to clause 21.1, We donot warrant that the website is complete, current, uninterrupted or free from viruses,and We do not endorse linked third party sites or products.

25. Insurance

25.1  We maintain professional indemnityinsurance and public and products liability insurance appropriate to the Goodsand Services We provide. A certificate of currency is available on request.

PART FOUR

Your responsibilities

26. Lodging Service Requests

26.1  So that Service Requests are tracked,owned and resolved, You agree to lodge them throughthe channels set out in Appendix A, and not directly with individual technicians.

27. Access to systems, sites and people

27.1  You agree to give Us timely access tothe equipment, systems, sites and people reasonably requiredto provide the Services.

27.2  You authorise Us to install remotemonitoring and management software on Your equipment so that We can monitorsystem status, receive alerts, provide remote support, and view or controldevices for support purposes. This may require devices to remain powered on outsideBusiness Hours as reasonably requested. We will use that access only forproviding the Services, and in accordance with clause 23 and clause 32.

28. Third party authorisations

28.1  Where We deal with Your third party providers on Your behalf, such as Your internetprovider, You are responsible for giving thoseproviders the authorisations they require so We can deal with them freely.

29. Payment, late payment and default

29.1  Invoices are due and payable within theterms stated on the invoice, by direct debit, credit card or direct deposit asset out in the invoice. Unless otherwise agreed in writing, recurring Plan feesare payable monthly in advance by direct debit.

29.2  If an invoice remains unpaid seven (7)days after its due date, We may, after giving Youwritten notice, suspend the supply of Goods and Services until payment is made.We may end the suspension conditions on a payment arrangement being kept.

29.3  If You default in payment and do not remedythe default within fourteen (14) days of written notice, all amounts owing forGoods and Services already supplied become immediately due and payable.

29.4  You must pay Our reasonable costs ofrecovering overdue amounts, including collection costs and legal costs on asolicitor and own client basis.

29.5  We may charge interest on overdueamounts, calculated daily from the due date until payment, at the rate fixedfrom time to time under the Penalty Interest Rates Act 1983 (Vic).

29.6  Payments received are applied first tocosts of recovery, then to interest, then to the oldest outstanding debts.

29.7  We may require reasonable security foramounts owing as a condition of continued supply, and You agree to promptlyexecute documents reasonably required to create and perfect that security.

30. Non-solicitation of personnel

30.1  Each party agrees that, during a Planor engagement and for twelve (12) months afterwards, it will not directly solicitfor employment or engagement the other party's employees or contractors whowere materially involved in the Services, without the other party's writtenconsent. General public advertising not targeted at those personnel is notsolicitation.

30.2  The parties agree that the loss causedby a breach of clause 30.1 is difficult to quantify, and that the breachingparty will pay the other fifty (50) per cent of the relevant person's total annualremuneration package as liquidated damages, being a genuine pre-estimate ofrecruitment, training and lost productivity costs, or such lesser amount as acourt determines to be enforceable.

31. Software and intellectual property in Work

31.1  You are responsible for holding andstoring licences for Software You supply or direct Us to install, and Youwarrant You are authorised to use that Software. You are responsible for claimsarising from unauthorised use of Software You supply.

31.2  Unless otherwise agreed in writing,all intellectual property rights in custom software and other Work created byUs remain Our property, and We grant You a non-exclusive, perpetual,royalty-free licence to use the Work delivered to You for Your internal businesspurposes.

32. Confidentiality and intellectual propertywarranty

32.1  You warrant that confidentialinformation and intellectual property You provide to Us belongs to You or Youare authorised to provide it.

32.2  Each party must keep the other's confidentialinformation confidential, use it only for the purposes of these Conditions, andnot disclose it except to personnel and advisers who need it, as required bylaw, or with the other party's consent. This obligation does not apply toinformation that is public other than through a breach, andsurvives termination.

32.3  All intellectual property rights inOur methods, tools, documentation and know-how remain Ours.

APPENDIX A

Service Request lodgement process

Lodge Service Requests through any of thefollowing channels:

•     Webportal (preferred): www.infiniteedge.com.au/submit-request

•     Email:support@infiniteedge.com.au

•     Phone:03 9988 1832

Include a short description of the problem,screenshots of any errors, and, if lodging by phone or from an external emailaddress, your name, company and return contact details.

Please do not lodge Service Requestsdirectly with individual technicians; it takes them away from the issue theyare resolving and Your request will not be tracked.

Service Requests outside Business Hours mustbe lodged through the same channels. After hours response and any urgentcontact path are as set out in Your Plan Schedule; work performed outsideBusiness Hours is otherwise charged at the applicable AfterHours Rates.