Terms and Conditions

Confidentiality

This document contains information from MTCYBER that is confidential and
privileged. The information is intended for the private use of the recipient
organization of this report. By accepting this document, you agree to keep the
contents in confidence and not copy, disclose, or distribute this without written
request to and written confirmation from MTCYBER. If you are not the intended
recipient, any disclosure, copying, or distribution of the contents of this document is
prohibited
privileged. The information is intended for the private use of the recipient
organization of this report. By accepting this document, you agree to keep the
contents in confidence and not copy, disclose, or distribute this without written
request to and written confirmation from MTCYBER. If you are not the intended
recipient, any disclosure, copying, or distribution of the contents of this document is
prohibited.

In these terms and conditions, MTCYBER means MTCYBER Limited (New Zealand
company number 8710246) or a related company (as that term is defined in the
Companies Act 1993) that supplies any services to the purchaser of such services
(Customer). The terms and conditions set out below apply to the supply of Goods
and Services made by MTCYBER to the Customer. By placing an Order with
MTCYBER, the Customer agrees to be bound by these Terms of Trade and
acknowledges that the Customer’s own terms and conditions do not apply.
Where the Customer has entered into a separate written supply agreement with
MTCYBER, these Terms shall also apply except to the extent that there is any
inconsistency between these Terms and the separate supply agreement, in which
case the relevant provisions of the supply agreement shall prevail.

Service Provision

1.0 MTCYBER will supply services (Services) to the Customer as agreed between
the parties in writing and recorded in a signed document, engagement letter (Letter
of Engagement), purchase order, or statement of work (Statement of Work).
1.1 The Customer and MTCYBER shall engage in discussions to initiate the renewal
process for the Initial Service Period, ensuring that such discussions take place at
least 30 days prior to the specified end date of the Service Period. If a renewal
contract is not in effect upon the conclusion of the Initial Service Period due to
factors such as delays in procurement or signatory processes, both parties shall
enter into a month-to-month Service Period to maintain uninterrupted Service
continuity. During the month-to-month Service Period, the Customer will be granted a
90-day window to either renew or terminate the contract, with 60 days’ written notice
required for termination.
1.2 In the event of any inconsistency or conflict between these terms and conditions
and any Statement of Work, the Statement of Work will take precedence.
procedures governing on-site access that may be required for MTCYBER to perform
the Services, provided these have been notified to MTCYBER in advance.
1.4 MTCYBER will ensure that appropriately qualified and experienced personnel
are deployed to supply the Services and that all Services are provided with
reasonable skill, care, and diligence.
1.5 The Customer will be entitled to review the Services to establish whether they
meet the requirements specified in the relevant Statement of Work. MTCYBER will
inform the Customer of the date on which any Services are ready for acceptance.
The parties will agree on the scope, timing, testing criteria, and other relevant
matters before acceptance testing takes place.
1.6 To the extent that any of the Services do not materially meet the requirements
specified in the Statement of Work, MTCYBER may, at its option, following
consultation with the Customer:
(a) Replace or re-perform all or any part of the Services at no additional cost to the
Customer; or
(b) Refund to the Customer an appropriate proportion (as reasonably determined by
MTCYBER) of the fees paid in respect of such Services.
1.7 The Customer will complete all tasks allocated to them in a Statement of Work in
a timely manner. MTCYBER will be relieved of any failure or delay in performing its
obligations to the extent that such failure or delay results from any act or omission of
the Customer or any of its employees or contractors.
1.3 MTCYBER agrees to comply with the Customer’s relevant policies and

Payment

2.0 Unless requested otherwise, invoices will be sent by email, and all accounts
must be paid by the 20th of the month following. If any item or part of any item in an
invoice is disputed, the Customer shall notify MTCYBER prior to the last business
day of the month in which the invoice is submitted, specifying the item disputed.
Payment of a disputed invoice may be deferred only in respect of the disputed part of
the invoice.
2.1 The fees payable exclude Goods and Services Tax and any other taxes, duties,
and levies payable concerning the supply of services, which the Customer must pay
to MTCYBER in addition to the fees.
2.2 MTCYBER may review and alter its standard rates from time to time at its sole
discretion.

Remedies

3.0 In the event that:

(a) Any amount payable by the Customer to MTCYBER is overdue, or the Customer
fails to meet any other obligation to MTCYBER, or in MTCYBER’s opinion, the
Customer is likely to be unable to meet its payment or other obligations to
MTCYBER; or
(b) The Customer commits any act of bankruptcy (as defined under the Insolvency
Act 2006), becomes insolvent, has a receiver appointed in respect of all or some of
its assets, makes or is likely to make an arrangement with its creditors, has a
liquidator (provisional or otherwise) appointed, or is placed under statutory or official
management; or
(c) The Customer, if a company, fails to provide MTCYBER with a certificate of
solvency (as defined by the Companies Act 1993) within 10 days of receiving a
written demand therefor from MTCYBER or is otherwise presumed to be unable to
pay its debts per section 287 of the Companies Act 1993;
(d) The ownership or effective control of the Customer or the Customer’s business is
transferred, or the nature of the Customer’s business is materially altered; or
(e) The Customer is the subject of any event analogous in nature to those listed in
Clauses 3(b) and/or 3(c) under the laws of any relevant jurisdiction; or
(f) The Customer is in breach of any of these terms and conditions,
Then:
(g) MTCYBER will be entitled to cancel or suspend performance of all or any part of
any contract, order, or statement of work with the Customer that remains
unperformed, in addition to and without prejudice to its other rights and remedies.
(h) All amounts outstanding under any contract, order, or statement of work between
MTCYBER and the Customer will, whether or not due for payment, immediately
become due and payable.
(i) The Customer must, on request, return to MTCYBER any of MTCYBER’s goods,
materials, and confidential information in the Customer’s possession or control.
3.1 MTCYBER reserves the right to charge the Customer interest on any overdue
amount from the date when payment is due until the date when payment is actually
received by MTCYBER. Interest will accrue on a daily basis at the rate which is three
(3) percent above the commercial overdraft rate charged by MTCYBER’s principal
bank as of the due date. The Customer will be liable to pay any interest on demand
together with all expenses and legal costs incurred by MTCYBER due to its failure to
pay.
3.2 MTCYBER is entitled to set off any amounts owed by the Customer to
MTCYBER against any amounts owed by MTCYBER to the Customer.

Limitation of Liability

4.0 MTCYBER shall not be liable for any indirect loss or damage (including without
limitation loss of profits or savings or for any indirect or consequential loss or
damage), however caused, arising out of or in connection with the supply of Services
by MTCYBER.
4.1 No action arising out of the supply of Services by MTCYBER, regardless of form,
may be brought more than six months after the Customer becomes aware, or
reasonably ought to have become aware, of the circumstances giving rise to the
action.
4.2 To the extent permitted by law, all statutory, express, or implied warranties by
MTCYBER including, without limitation, implied warranties of merchantability and
fitness for any particular purpose are expressly excluded.
4.3 The Customer confirms that the supply of Services by MTCYBER under these
terms and conditions is a supply for business purposes in terms of section 2 and 43
of the Consumer Guarantees Act 1993 (Act) and accordingly the provisions of the
Act do not apply to the Services.

Intellectual Property and Confidentiality

5.0 Confidentiality: Except as required by law both parties shall preserve as
confidential any information of a confidential nature that they acquire in relation to
the other.
5.1 Each party will remain the owner of its pre-existing Intellectual Property and
nothing in these terms and conditions will confer any proprietary rights on the other
party in respect of the same.
5.2 Unless otherwise agreed in a Statement of Work or Letter of Engagement, all
Intellectual Property created or developed in connection with the provision of the
Services will be owned by the Customer and MTCYBER will do all things necessary
to vest such Intellectual Property in the Customer.

General

6.0 The Customer will not approach or solicit for employment, engage, or contract
with any person deployed by MTCYBER in performing any Services during or for a
period of six months after the conclusion of the relevant Statement of Work without
MTCYBER’s prior written consent.
6.1 Neither party may assign or otherwise deal with any right or obligation arising out
of these terms and conditions without the other party’s prior written consent, except
that MTCYBER may appoint subcontractors to discharge any of its obligations
without the Customer’s prior written consent, provided that MTCYBER will remain
primarily liable to the Customer for any subcontractor’s acts and omissions.
6.2 No claim or liability will arise against MTCYBER under these Terms or any Order
or Quote if and to the extent that MTCYBER’s failure or omission to carry out or
observe any provisions of these Terms or any Order or Quote arises by reason of
Force Majeure. “Force Majeure” means any event outside the reasonable control of
MTCYBER.
6.3 These terms and conditions and any applicable Statement of Work record the
entire understanding and agreement of the parties relating to the relevant Services.
They supersede all previous understandings or agreements (whether written, oral, or
both) between the parties relating to the relevant Services.
6.4 If at any time MTCYBER does not enforce any of these terms and conditions or
grants the Customer time or other indulgence, MTCYBER will not be construed as
having waived that term or condition or its right to later enforce that or any other term
or condition.
6.5 Nothing in these terms and conditions will constitute either party as the partner,
agent, employee, or officer of any other party, and neither party will make any
contrary representation to any person.
6.6 MTCYBER will not be liable for any failure to supply Services or to meet any
other obligation to the Customer where such failure results from any circumstances
beyond MTCYBER’s reasonable control.
6.7 These Terms are governed by the laws of New Zealand and the parties submit to
the exclusive jurisdiction of the New Zealand courts.