Effective Date: 22 June 21

1. About this Service Schedule

1.1. This Professional Services Schedule (this Service Schedule) applies where we agree to supply you with one or more of the following professional services (Professional Services):

(a) Custom Configuration Services

(b) Custom Report Development Services;

(c) Additional Training Services; or

(d) Software Development Services.

1.2. This Service Schedule must be read in conjunction with the Quotation, our Terms of Service and the other documents that comprise the Agreement.

1.3. In this Service Schedule, any reference to a clause is to a clause of this Service Schedule unless otherwise specified.

2. Fees

2.1. In relation to the Fees for Professional Services:

(a) the Quotation will set out a fixed price or a specified number of hours for our provision of Professional Services to you. Once you have used any specified number of hours set out in the Quotation, your engagement of our Professional Services shall be deemed to have come to an end until you buy further blocks of time (each, a Block of Time); and

(b) if you require our Personnel to work outside of Business Hours on Business Days and depending on the availability of Personnel, we can do so at your written request only at our after-hours rates. For clarity, after-hours work is any work done outside of Business Hours on Business Days.

2.2. You will be responsible for all costs and expenses of our Personnel for any on-Site attendance, and for interstate travel, with respect to accommodation, meals and transport (collectively, Additional Expenses). You must reimburse us for all Additional Expenses that we incur within 30 days from the date of any invoice we issue to you for Additional Expenses.

3. Custom Configuration Services

If “Custom Configuration Services” is specified in a Quotation, we will provide the Custom Configuration Services in accordance with any requirements set out in the Quotation.

4. Custom Report Development Services

If “Custom Report Development Services” is specified in a Quotation, we will provide the Custom Report Development Services in accordance with any requirements set out in the Quotation.

5. Additional Training Services

5.1. If “Training Services” is requested by you and set out in a Quotation after we have provided Initial Training Services (as that term is defined in our POS Solution Service Schedule), we will train Your Personnel specified in the Quotation on the Bepoz Software on the allocated number of days set out in the Quotation, at mutually agreed times (Additional Training Services). The Additional Training Services shall be delivered online unless otherwise agreed.

5.2. If the Additional Training Services are carried out in person at Your Premises, you will be responsible for all costs and expenses of our Personnel in connection with travel to and attendance at the training (Training Expenses). You must reimburse us for all Training Expenses that we incur within 30 days of the date of any invoice that we issue to you for the Training Expenses.

6. Software Development Services

Waterfall Software Development

6.1. Clauses 6.2 – 6.4 will only apply with respect to “Waterfall Software Development Services” specified in a Quotation.

6.2. We will develop the software deliverables specified in the Quotation (the Deliverables) in accordance with the Specifications.

6.3. You must not use and/or implement any Deliverables into your environment until they pass the applicable acceptance tests set out in the Quotation.

6.4. If you notify us that a Deliverable fails to pass an acceptance test set out in the Quotation:

(a) we will promptly (within 21 days or as otherwise agreed) correct or procure the correction of the relevant issue or defect and re-test the Deliverable; and

(b) if we do not correct or procure the correction of the relevant issue or defect after 3 rounds of acceptance testing, you may terminate the part of the Agreement that applies to that Deliverable.

Agile Software Development 6.5. Clauses 6.6 – 6.8 will only apply with respect to “Agile Software Development Services” specified in a Quotation.

6.6. We will develop software for you set out in the Quotation (the Deliverables) via an agile development process. For the purposes of the Agreement, “agile development process” means a process by which you can change the priority and tasks that you wish us to carry out during the development of the Deliverables.

6.7. The Quotation will specify the number of weekly, fortnightly or monthly software development sprints under which the Deliverables will be developed (each a Sprint), their duration and a timetable for us to meet with you to discuss each forthcoming Sprint, (each a Sprint Meeting). At each Sprint Meeting, we will discuss the product backlog, Sprint requirements and acceptance test criteria for each of the Deliverables (Acceptance Test).

6.8. You may modify the product backlog, Sprint requirements and acceptance test criteria at any Sprint Meeting in your absolute discretion after consultation with us. During each Sprint, we agree to use reasonable endeavours to develop the Deliverables, prior to the end of the Sprint, in accordance with the Sprint requirements and acceptance test criteria that apply to that Sprint but:

(a) we will not be liable for any non-compliance with the Sprint requirements and acceptance test criteria beyond our reasonable control, including because there is insufficient time in the Sprint to develop the Deliverables or where the Deliverables developed during the Sprint include bugs and errors; and

(b) you hereby release us from any claims that you would otherwise have against us concerning any non-compliance with the Sprint requirements and acceptance test criteria beyond our reasonable control.

6.9. IPR in each Deliverable developed in the course of providing software development services under this clause 6 (Software Development Services) shall vest in us and nothing in the Agreement shall result in you owning any IPR in any Deliverables. To the extent that you own any IPR in any Deliverables, you hereby assign all such IPR to us absolutely and unconditionally.

7. Definitions and Interpretation

7.1. In this Professional Services Schedule, words starting with a capital letter in this Professional Services Schedule that are not otherwise defined in this Professional Service Schedule have the meanings given to them in the Terms of Service.