1. The Fees are a fixed price for the Services at the agreed Client’s sites for the initial term of 3 years (“Initial Term”) subject to the Plan Types & Fair Usage terms, the Client requesting any additional hardware and any other term of this Agreement.
2. The Client must pay the aggregate Fees for the entire Initial Term as follows:
(a) subject to Clause 2(b) – in 3 equal annual instalments with each instalment paid within 30 days of receipt of an invoice(s) from Sine for the same (with the first invoice to be issued by Sine on or around the commencement of the Initial Term); or
(b) if:
(i) the Agreement is terminated prior to the end of the Initial Term; or
(ii) the Services to a particular site are suspended or terminated pursuant any term or condition of this Agreement; or
(iii) the Client no longer requires Sine to provide the Services to a particular site (in which case, the Client must also provide Sine with 90 days prior written notice of the same),
then:
(iv) any unpaid instalments (and any other monies payable by the Client to Sine) under this Agreement (for Clause 2(b)(i)) or for that particular site (for Clauses 2(b)(ii) and 2(b)(iii)) shall become immediately due and payable by the Client to Sine;
(v) the Client is not entitled to any pro-rata or full refund of the Fees (paid or otherwise); and
(vi) the Client acknowledges and agrees that any amount(s) payable to Sine under Clause 2(b)(iv) that do not comprise a debt are otherwise payable to Sine by way of liquidated damages, are not a penalty and comprise a genuine and reasonable pre-estimate of the anticipated loss enuring to Sine as a result of the Client’s actions (or omissions).
3. For hardware provided in Australia, legal and beneficial ownership of any hardware provided by Sine to the Client as part of the Services (“Hardware”) is transferred to the Client at the time of provision to the Client. The Client charges to Sine all its present and future interests in the Hardware to secure the payment by the Client of all amounts, and the performance of all obligations, which the Client may be liable to pay or perform under this Agreement.
4. The Client acknowledges and agrees that:
(a) this Agreement creates a security interest in respect of the Hardware for the purposes of the Personal Property Securities Act 2009 (Cth) (“PPSA”) and the Client consents to Sine registering such security interest on the Personal Property Securities Register established under the PPSA (“PPSR”) at any time, for any time and with any description of collateral, as Sine sees fit. The Client must sign any documents and do anything necessary to enable Sine to maintain such registration, exercise its rights, comply with its obligations, under Clauses 3 and 4, including to ensure that any security interest is fully effective, enforceable and perfected with the priority required by Sine and for this purpose the Client agrees that Sine may register any security interest as a purchase money security interest on the PPSR (if applicable);
(b) the Parties hereby contract out of the provisions of sections 95, 96, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA to the extent permitted by section 115 of the PPSA, and under section 157(3) of the PPSA the Client hereby waives its right to receive notice of a verification statement in respect of a registration event;
(c) to enforce the charge, Sine may, in its absolute discretion, seize (and access a Site to seize), purchase, take possession of (and access a Site to take possession of), take apparent possession of, retain, deal with or dispose of any Hardware and exercise such powers in any manner including by private sale, public sale, lease or licence and the Client must reimburse Sine for any reasonable costs and expenses incurred in the same; and
(d) Sine’s rights under clauses 3 and 4 are in addition to, and not substitution for, Sine’s rights under any law (including the PPSA).
5. Sine is not responsible for any unauthorised access to, loss, theft, destruction, breakage, failure, or improper use of the Hardware.
