Managed Services Agreement

Agreed Terms & Interpretation

Unless the context requires otherwise, the following phrases and capitalised words must be interpreted as follows:

Accepted and Acceptance refers to the process described in clause 24 by which the parties agree the Services and/or Deliverables have met the Specifications.
APRA means the Australian Prudential Regulation Authority.
Business Day means a day other than Saturday, Sunday or a public holiday in New South Wales, unless agreed otherwise in an SOW or Service Schedule.
Business Hours means 8.30am to 5.30pm on a Business Day, unless agreed otherwise in an SOW or Service Schedule.
Change Order means the document signed by the parties confirming their agreement to a change to a Service or SOW.
Confidential Information means all confidential, non-public or proprietary information, regardless of how the information is stored or delivered, disclosed by a party, its Related Bodies Corporate or Representatives to the other party, its Related Bodies Corporate or Representatives before, on or after the date of this Master Agreement relating to the business, or other affairs of the discloser or its Related Bodies Corporate, but does not include information that:
1. is in the public domain other than through breach of an obligation of confidence;
2. the recipient can prove was already known to it at the time of receipt;
3. was independently developed by the recipient without reference to the discloser’s Confidential Information.
Contract means a signed Finance or SOW document that incorporates the terms and conditions of this Master Agreement and the relevant Service Schedules.
Contract Start Date means the date when a Contract is binding on the parties.
Customer Data means any content, software or data that Customer or a person other than AMPS or its contractors, installs, stores, loads, edits, uses, transfers to/from or operates on the Environment. Customer Data does not include any component of the Services or material provided by AMPS.
Deliverable means a deliverable so designated in a Contract.
Disengagement Plan sets out the timetable to perform the Disengagement Services.
Disengagement Services means the Services provided at the end of the Service Period to handover the Services to Customer or its nominee.
Disengagement Price means the fees and charges for the Disengagement Services, set out in the Disengagement Plan.
Dispute Resolution Process means the process set out in clause 46.
Environment means the hardware, software, network, and telephony, to be managed by AMPS as set out in a Contract, and any additional items added to the Environment as a result of a Change Order.
Equipment means the hardware, owned by the Customer or provided by a Third-Party Provider and being part of the Customer’s Environment.
Force Majeure Event means a circumstance beyond the reasonable control of a party resulting in that party being unable to perform an obligation on time and includes:
1. natural events like earthquake, fire, flood;
2. national emergency, war;
3. a malfunction or failure of third-party equipment or services, including the internet;
4. terrorism, including an assault on any electronic communications network, and vandalism;
5. any consequence of a virus that could not have been prevented by the use of the current version of anti-virus software;
6. industrial action or inaction, government action or inaction, insolvency of a contractor of the relevant party.
Infringement Claim means a claim by a third party that a Deliverable infringes its Intellectual Property Rights, enforceable in Australia.
Intellectual Property Rights includes copyright, trade mark, service mark, patent, design, semiconductor, circuit layout right, or other proprietary right, any right to registration of such rights, or any similar rights protected by statute, from time to time existing in Australia or elsewhere, whether created before, on or after the Master Agreement.
Master Agreement means these terms and conditions and the terms and conditions in each Services Schedule.
Operations Manual means AMPS’s manuals and documentation (including knowledgebase and any wiki) that set out the processes and procedures for performing the Managed Services and working with Customer.
Personal Information means any information or data that is subject to any Privacy Law.
Platform means the hardware, software and network owned, leased, or licensed by AMPS to provide the Services.
Price means the fees and charges for the Services, exclusive of all Taxes, as set out in the relevant Contract, and includes:
1. the Transition and On-Boarding Price;
2. the relevant Service Price(s);
3. the Disengagement Price;
4. the Project Services Price;
5. the Price for any Purchased Items.
Privacy Law means the Privacy Act 1988 (C’th) and any law, affecting privacy or personal information.
Project Services means any ad hoc consultancy service or any service that arises as a result of a Change Order.
Project Services Price means the fees and charges for the Project Services.
Purchased Item means third party manufactured or supplied hardware, consumables, software or services ordered by Customer from AMPS.
Reasonable Excuse means the following but excludes to the extent any of the following results from the breach of contract, negligence or wilful misconduct of AMPS:
1. a failure or degradation of performance or malfunction resulting from data, applications, equipment, software, penetration testing, performance testing, or monitoring agents directed, provided or performed by Customer;
2. outages initiated by AMPS requested by Customer for maintenance, configuration, back up or other purposes;
3. unavailability of management, auxiliary or administration services, or other services supporting core transaction processing;
4. outages or degradation of Services resulting from an act or omission of AMPS at the Customer’s request;
5. outages or degradations in Service resulting from an act or omission of any of Customer’s personnel;
6. outages or degradations in Service resulting from any third-party software used by AMPS to perform the Services;
7. events resulting from an interruption or shut down of the Services due to an emergency;
8. outages due to system administration, commands, or file transfers performed by Customer’s users or personnel;
9. inability to access the Services or outages caused by Customer’s conduct, including failing to take AMPS’s advice, negligence or breach of Customer obligations;
10. lack of availability or untimely response time of Customer to respond to incidents including meeting Customer responsibilities for any Services;
11. outages or degradations caused by acts or omissions of third parties, including damage to networks or infrastructure.
Related Body Corporate has the meaning given it by the Corporations Act 2001 (Cth).
Representative of a party includes an employee, agent, officer, director, auditor, advisor, partner, consultant, contractor or sub-contractor of that party, including, in the case of Customer, an employee, agent, officer, director, auditor, advisor, partner, consultant, contractor or sub-contractor of the Customer’s Related Bodies Corporate.
AMPS Pty Ltd ACN 79 676 333 127.
Service Credit means the service rebate set out in the applicable SOW or Service Schedule for a failure to meet a Service Level.
Service Level means the standard of performance of a Managed Service, so designated in an SOW or Service Schedule.
Service Period means the period during which the relevant Services will be provided inclusive of any Transition and On-Boarding Period.
Services include:
1. EV Charging Service
2. Solar PV Service
3. Energy Management Service
4. Consumption As a Service
5. Managed Services
6. Professional Services
any other Services agreed in writing by the parties, and applicable Transition and On-Boarding Services, Disengagement Services, Project Services, and procurement services to buy Purchased Items.
Services Price means the fees and charges for the relevant Services, exclusive of GST.
Services Schedules describe the scope and limitations of the Services and include:
1. EV Charging Service
2. Solar PV Service
3. Energy Management Service
4. Consumption As a Service
5. Managed Services
6. Professional Services
any other schedule agreed in writing by the parties to be a Service Schedule.
Specification means the specifications for the Services set out in the Services Schedules and, where relevant, Deliverables, as set out in the applicable SOW.
Scope of Work (SOW) means a document setting out the Services, the Services Schedules, the Service Period, the Prices, expenses, Taxes and any other matters agreed by the parties for the transaction, and when signed by the parties forms the Contract. The terms and conditions of the Master Agreement are incorporated by reference into each Contract.
Taxes includes any GST, sales taxes, duties, withholding taxes, levies, tariffs, imposts or other charges levied by any federal, state or local government in Australia or elsewhere on the supply of the Services, excluding taxes based on the net income of AMPS.
Term means the period of this Master Agreement being the Initial Term and any Further Terms as set out in clause 2.
Time and Materials Rates means the rates (exclusive of GST), as set out in the relevant section of the relevant SOW, or if there are no rates set out in the SOW, AMPS’s then current time and materials rates.
Third Party Provider means a provider (including manufacturer, distributor or reseller) of any component of the Environment, or Platform or any services related to the Environment or Platform. The term Third Party Provider does not include AMPS.
Transition and On-Boarding Period means the period during which the Transition and On-Boarding Services are provided, as set out in the SOW.
Transition and On-Boarding Plan means the project plan for the delivery of the Transition and On-Boarding Services, as set out in the SOW.
Transition and On-Boarding Price means the fees and charges for the Transition and On-Boarding Services, exclusive of GST, as set out on the Contract.
Transition and On-Boarding Services are the services provided prior to the start of the relevant Service to verify the scope of work, prepare for the operation of the Service, and to facilitate smooth transition.
Virus means any computer or software including a “back door”, “time bomb”, “trojan horse”, “worm”, “drop dead device”, or other computer software routine intended or designed to disable, damage, erase, disrupt, engage in unauthorised activity, or impair the normal operation of, or provide unauthorised access to, computer systems or any software or information stored on those computer systems.
Warranty Period means a period of 30 days from the date of delivery of the Deliverable provided under a Project Services SOW (or 30 days from Acceptance if there are acceptance tests for the Deliverable), or such other period set out in the Project Services SOW.
Terms defined in the A New Tax System (Goods and Services Tax) Act 1999 (C’th) have the same meaning in this Master Agreement.
The words “include” or “including” are not words of limitation.
Notices, consents, directions, and instructions must be given in writing, which includes email.
Headings are for convenience only and do not affect interpretation.
$ means Australian dollars, unless stated otherwise.
A provision of these Master Agreement or a Contract must not be construed to the disadvantage of a party because the party was responsible for the preparation of the Master Agreement or a Contract.
“Out of Hours” refers to Services delivered out of Business Hours. This service will be chargeable at a rate as determined by AMPS.
Emergency Call Outs: This service will be chargeable at a rate as determined by AMPS.
Reference to:
1. One gender includes each other gender;
2. The singular includes the plural and the plural includes the singular;
3. A person includes a body corporate;
4. A party includes the party’s administrators, successors and permitted assigns.
If a Customer consists of more than one person, the Master Agreement and the relevant Contract binds them jointly and each of them severally.

Scope of Contract

This Master Agreement commences on the date signed by both parties and will continue until:
1. Termination or expiration of the last Contract signed by the parties; or
2. The Master Services is otherwise terminated in accordance with its provisions.
Customer may acquire, and AMPS may supply, one or more Services, by the Parties signing a specific SOW that sets out the details of the particular Services, the applicable Services Schedule, the Service Period, the Prices, Taxes and other details that apply to the particular transaction.
Once an SOW is signed by both parties, a binding Contract is formed. Each Contract is an independent contract that is subject to the terms and conditions in this Master Agreement, and the relevant Service Schedules(s) set out in the SOW.
The Service Period of a Contract commences on signing and continues for a period of [3-10] years as noted in the Master Agreement from the date of Acceptance of the last of the Services or Deliverables to be Accepted under clause 13.
If there is any conflict between an SOW, the Services Schedules and this Master Agreement, the provisions of this Master Agreement and the Services Schedules shall prevail.
Customer must give AMPS the opportunity to submit quotations for additional services similar to the Services as required from time to time, during the Term.

Account Management

During the Term the Parties will each appoint a representative (Account Representative) who:
1. Will be the primary contact in dealing with all matters under this Master Agreement and each Contract;
2. Will have overall responsibility for managing and coordinating that party’s performance of its obligations in relation to the Services;
3. Has authority to make binding decisions on all day to day matters in the course of the Services;
4. Will meet regularly, at times agreed or promptly after a request.

Transition And Onboarding Services

Each party shall use its best efforts to ensure that its Account Representative remains the same. AMPS will seek Customer’s approval to any change to AMPS’s Account Representative, which approval must not be unreasonably withheld or delayed.
The Parties will meet each 6 months to review all the Services being provided.
Unless agreed otherwise, AMPS will commence the Transition and On-Boarding Services within 30 Business Days of the Contract Start Date under the Contract.
Transition and On-Boarding Services include:
1. discovery and design phase planning workshops to obtain an accurate description of the current Environment;
2. AMPS and its contractors implementing any changes to AMPS’s Platform necessary for providing the Services;
3. Recording and, where appropriate, asset tagging the Environment, including the number and details of the in-scope Equipment, Software and services;
4. identifying the support and maintenance contracts and arrangements for the Environment, and ensuring that AMPS is permitted to access and use those support and maintenance agreements for the benefit of Customer, and recording them;
5. Documenting:
  1. The protocols for interacting with Customer, including the escalation procedures, the format of reports, issues register and risk register;
  2. The protocols for interacting with Third Party Providers, including support contacts and procedures;
  3. The Disengagement Plan;
6. Identifying any inhibitors to AMPS being able to meet the Service Levels or other obligations and attempting to resolve those issues;
7. Transitioning the relevant Services into live production readiness;
8. Securing Customer’s Acceptance (in accordance with the process in clause 24) of the relevant Services into the run phase.
If, as a result of the Transition and On-Boarding Services:
1. AMPS believes that Customer’s representations of the volume, nature, complexity or existing Environment(s) substantially differ from that determined during the Transition and On-Boarding Period; or
2. There are any other items, not previously known to AMPS, that will inhibit it meeting the Service Levels or other obligations.
3. AMPS may, acting in good faith, request a Price variation or price increase for the relevant Service or the relevant Service Level. Customer must not unreasonably refuse such request.
The Parties may agree that certain Services are Accepted by Customer incrementally, rather than in a single Acceptance/Go Live event.
Where clause 4.6 applies:
1. Customer must pay the Services Prices for those Services; and
2. Any Service Levels for those Services will apply, provided that the Service Levels can be met without reliance on Services that have not been Accepted.

Services & Your Acceptance

AMPS must perform the Services as specified in the relevant Service Schedules from the later of:
1. The date of expiry of the Transition and On-Boarding Period; and
2. The date Customer Accepts the completion of the relevant Transition and On-Boarding Services, for the remainder of the Service Period in accordance with the terms of the Contract.
AMPS must meet or exceed the Service Levels during the Service Period, subject to any:
1. Force Majeure Event;
2. Reasonable Excuse;
3. contrary written instruction from Customer;
Use the AMPS open-platform network of electric vehicle charging stations (Charging Stations), including all electric vehicle service equipment (EVSE), the electric vehicle charging applications it delivers, and all support network infrastructure and services supplied by AMPS in respect of the Charging Stations (AMPS Network); and
You agree to be bound by these Terms when you:
1. Apply for a subscription or register an account to use the AMPS Network and that you must be over 16 to use any of our services;
2. Use any piece of EVSE located at a Charging Station; or
3. Use, browse or access any part of the AMPS Apps or Website.
If you access a Charging Station using an electric vehicle (EV) which does not belong to you, the act of doing so will also bind the owner of the EV you are driving and warrant your authority to do so.
AMPS may from time-to-time review and update these Terms and the AMPS Privacy Policy (a copy of which can be found on our Website) and reserves the right to review and change any of the Terms in its sole discretion to take account of new laws, regulations, products, or other relevant changes in circumstances.
Your use of the AMPS Network, AMPS Apps and AMPS Website will be governed by the most recent Terms posted on the Website. By continuing to use the AMPS Network, AMPS Apps or AMPS Website, you agree to be bound by the most recent Terms. It is your responsibility to check the Website regularly for updated versions of the Terms.
Where a variation to these Terms is to your detriment, including where we increase any fees, we will provide at least 30 days’ prior notice, unless it is not possible to do so. Unless otherwise notified, any changes to the Terms will take immediate effect from the date of their publication. If you do not want to be bound by any changes to these Terms you can cancel your AMPS account.
We may cancel, at any time before delivery and for whatever reason, an order that we have previously accepted. Where we do so, we will refund you using the original payment method used for the order.
You may be required to pay our additional costs where you fail to comply with certain provisions in these terms and conditions, for example, where you fail to provide us with access to any premises where we are to install the products at the times agreed between the Parties.
Access and use the AMPS electric vehicle charging services, AMPS apps which provide data in respect of the AMPS Network (AMPS Apps) and the AMPS website, located at ampsev.com.au (Website).
Service Credits due to Customer will be credited against the next tax invoice.
The payment of any Service Credit under clause 5.3 is Customer’s sole remedy and AMPS’s exclusive liability for breach of the relevant Service Level.
Customer must use and/or install any software or performance tools used by AMPS to perform the Services, as directed by AMPS (including allowing AMPS to install certain software performance tools on the in-scope Equipment). If Customer fails to do so, AMPS may suspend or refuse to support that Service.
Where AMPS is providing a shared Platform as part of the Service, Customer acknowledges and agrees that the Service is provided on a shared service basis to Customer and other clients and AMPS may from time to time in its discretion, without the prior consent of Customer:
1. Implement updates and/or new releases to software that change, add or delete the functions, features, performance or other characteristics of AMPS’s software, and when such update or new release is installed on the AMPS Platform, the Specification of the Service shall be amended accordingly;
2. Change and/or replace any component of the AMPS Platform including network, infrastructure or other component with items that are similar or superior in features and functionality.
AMPS will not be liable for any loss, damage, cost or expense which Customer may incur as the result of any action taken by AMPS in accordance with this clause, except to the extent of any negligence or breach of contract by AMPS.
To use the Service each user must have its own device with a web browser of the type supported by AMPS. It is Customer’s and its users’ responsibility to acquire, maintain and properly use any device, communications link and software and to update any device, communications link or software if AMPS updates the browsers that it supports, and that all capital and on-going cost for such items are the responsibility of Customer and its users.
AMPS retains the sole right and control over all aspects of the selection of, programming, composition, management, content, support and operation of the AMPS Platform, network, and the premises.
At least 90 days prior to the end of a Service Period AMPS may advise Customer of the Services that may be available for a new Service Period, the Prices and Taxes, and any new terms and conditions that may apply to a new contract for the Services for the new Service Period.
At least 45 days prior to the end of the current Service Period Customer may give AMPS notice that it elects to:
1. To enter into a new contract for the Services for a new Service Period, in which case the Prices, Taxes and any new terms and conditions that were previously advised to Customer in accordance with clause 5.19 will apply. If no new terms and conditions or Prices were advised, then the Parties will enter a new contract for the same Services, for a period equal to the original Service Period, on the same terms and conditions and the same Prices, as in the existing Contract; or
2. not to enter into a new contract for the Services by giving AMPS notice, in which case AMPS must provide the Disengagement Services in accordance with the Disengagement Plan.
If Customer fails to give notice under clause 5.20 Customer may at any time up to 10 Business Days prior to the end of the then current Service Period provide AMPS with notice to extend the Service Period by 90 days, and if this occurs:
1. AMPS must continue to provide the Services for the extended 90 day Service Period in accordance with the Contract;
2. AMPS will use its best efforts to meet the Service Levels in accordance with the Contract, but will not be liable for any failure to meet them, and no Service Credits will apply;
3. Customer must pay 110% of the Services Price for the extended 90-day Service Period;
4. Customer must pay for any Disengagement Services that have been provided prior to the receipt of any notice under clause 5.21;
5. Customer must indemnify AMPS for any costs AMPS incurs in re-organising, extending and/or terminating early any agreement with a Third Party Provider that supports the provision of the Services for the extended 90 day Service Period (e.g., where AMPS has to enter into a 12-month commitment with a subcontractor to cover the extended 90 day Service Period and then has to terminate that subcontract at the end of the extended 90 day Service Period);
6. The provisions of clause 5.20 will apply to the extended 90 day Service Period, but the provisions of clause 5.21 will not apply to the extended 90 day Service Period.

Project Services

From time to time the Parties may agree that AMPS will provide Project Services by agreeing a Project Services SOW for those Project Services.
Where the Project Services are provided on a fixed price fixed time basis, AMPS will use its best efforts to provide the Project Services in accordance with the timetable. In all other cases, AMPS will provide the Project Services in a timely manner in accordance with the relevant Project Services SOW.
If either party considers that a delay may result in the timetable not being complied with, that party must notify the other party in writing of:
1. the reasons for, likely length of the delay and the steps that can be taken to minimise the delay; and
2. any other impact of the delay on the provision of the Services.
Where Project Services are provided on a basis other than a fixed price, fixed time basis, AMPS will use its best endeavours to meet any Price estimates set out in the Project Services SOW and will notify Customer as soon as practicable if any estimate will be exceeded. Customer will then have the option of terminating the relevant Project Service at the end of the notice period by giving notice, such notice to be provided within 2 Business Days of receipt of the revised estimate. In the event of such termination, Customer must pay all the Prices, expenses and related Taxes for the Project Services that have been provided up to and including the date of termination. Termination of any Project Service under this clause does not terminate any other Project Service nor does it terminate any other Service.

Registering Your Account

You may be required to register an account to use the AMPS Network (Account).
You warrant that all information and data provided by you in the process of registering an Account is accurate, complete and up to date. You will promptly inform AMPS if there is any subsequent change to your information or data.
By registering an Account, you warrant to us that:
You are authorised and have full power and capacity to register and control all EVs whose VINs are associated with your Account and will notify AMPS, through the AMPS App or using the contact details outlined in clause 19, in the event that you are no longer authorised to register or control an EV so that the VIN can be removed from your Account;
You are at least 16 years of age and possess the legal authority to enter into and use the AMPS Network, the AMPS Apps and the AMPS Website in accordance with these Terms and the law and that you will not share your account or password with any other person, allow any other person to access your account for any reason, or create multiple AMPS accounts;
You agree to be financially responsible for all use of the AMPS Network (as well as for use by others of the AMPS Network to charge your EV), and to pay all applicable Fees (as defined in clause 2.5) for access to a Charging Station initiated by you or attributed to an EV or AMPS RFID card (RFID Card) which is associated with your Account. In particular, you agree to:
1. Promptly review your payment method statement (such as your credit card statement) and notify AMPS customer service in writing of any questions regarding Fees. Fees not questioned by this method within 30 days of the applicable statement date will be deemed valid;
2. Promptly update your Account information with any changes to your name, email address, mailing address, telephone number and any applicable credit card information. Account information can be updated through the AMPS Apps or the AMPS Website (if applicable).
For the purposes of these Terms, the amount payable by you for your use of the AMPS Network includes:
1. Your usage fee, being the kWh rate advertised with respect to each Charging Station plus any applicable taxes;
2. Any applicable Idle Fees (as defined in clause 5.2) charged in accordance with these Terms, collectively, referred to as the “Fees”.
You agree to pay any fees by credit card or debit card (payment method). To use the AMPS Services you must provide us with one or more current payment methods, and you authorise us to charge that payment method for any fees that are payable either on a subscription, or pay-per-use basis, or which otherwise arise under these Terms. In the event that payment on your credit card or other payment method is declined you must rectify this immediately and failure to do so may result in AMPS terminating your Account. In the event AMPS terminates your Account, AMPS may institute collection proceedings in order to collect any unpaid balance on your Account and any fees, costs or other expenses incurred by AMPS in connection with its collection efforts. You agree that where a request for the payment of the fees is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you will be liable for a $30 late payment fee for each consecutive month that your payment is missed, including other banking fees and charges, associated with our recovering process.
In the event that your RFID Card is lost, stolen or damaged, you must promptly notify AMPS in accordance with the contact details provided in clause 19. AMPS will, within seven (7) days, remove the RFID Card from your Account (Notice Period). You agree that any usage associated with your RFID Card during the Notice Period remains a Fee payable by you.
You agree to not attempt to scrape, decompile, data-mine, reverse engineer, disassemble, or otherwise deal with the AMPS App, Website, AMPS Network or any Charging Stations or EVSE, in any way other than as it is intended to be used and as is permitted by these Terms.

Provision Of Charging Stations

AMPS provides access to Charging Stations which are owned and maintained by third parties. Nothing in these Terms or otherwise inferred by your use of the Charging Stations places any obligation on AMPS to maintain Charging Stations. Such obligation is borne solely by the third-party charge point operator (CPO) who owns the Charging Stations (subject to any relevant third-party CPO terms and conditions as detailed under clause 7).
AMPS may, from time to time, make available the Charging Stations for use by Account holders to charge their EV. AMPS reserves the right, at its discretion (acting reasonably), to refuse or suspend access to any or all Charging Stations to any person (including but not limited to any person found to be in breach of these Terms).
You acknowledge that in the event AMPS refuses or suspends access to any or all Charging Stations, AMPS will (if practicable) generally attempt to provide notice to the contact details associated with an Account, however, in certain circumstances it is not practicable for AMPS to provide notice. In such circumstances, AMPS reserves the right to not provide notice.
AMPS may refuse or suspend the use of the AMPS Network, or any Charging Station or EVSE, at any time and will endeavour to update the AMPS App or AMPS Website, in the event:
1. One or more piece of EVSE requires maintenance or upgrading;
2. A provision of the AMPS Network is disrupted or prevented as a result of an event outside AMPS ’s reasonable control or for safety reasons, (being Service Interruptions), however AMPS does not guarantee that prior notice of Service Interruptions will be provided to you.
AMPS may refuse or suspend the use of the AMPS Network, or any Charging Station or EVSE, at any time and without notice to you, if we have a reasonable belief that the AMPS Network or a Charging Station is being used unethically, unlawfully or contrary to any law or regulation.
AMPS does not guarantee, and is under no obligation to ensure, the availability, compatibility with your EV, or performance of Charging Stations, nor does it promise to provide an uninterrupted electricity supply to Charging Stations. AMPS cannot guarantee that connecting your EV to one of our Charging Stations will result in a successful and timely recharge of your EV’s battery or batteries.
If there are any faults or you have any issues with any Charging Station, please contact us as soon as possible using the contact details outlined in clause 19.

Procurement of Goods and Services

When Customer wishes to buy Purchased Items, AMPS will provide Customer with a quotation, being an offer to Customer to acquire the Purchased Items described in the quotation on the terms and conditions of this Master Agreement, any terms and conditions in the quotation and the relevant Service Schedule.
The quotation will be valid for the period stated, including any extension agreed by AMPS.
During the validity period, Customer may accept AMPS’s offer as follows by:
1. returning the counter-signed unamended quotation; or
2. emailing confirmation of unconditional acceptance.
Unless acceptance of the quotation is conditional on advance payment from Customer, an accepted quotation becomes a binding order and may not be cancelled by Customer.
An order may be amended in accordance with the Change Order process, but not cancelled.
Subject to Customer complying with its obligations under the order, including advance payment, AMPS will use all reasonable efforts to procure the Purchased Items from the manufacturer or authorised reseller and deliver by the stated estimated delivery date. AMPS may deliver the Purchased Items in one or more deliveries.
Customer must inspect the Purchased Items on delivery to confirm they conform to the order. If Customer believes any Purchased Item does not conform to the order, then, within 3 Business Days of delivery, Customer must notify AMPS of the alleged defect or other non-conformance.
Where you have purchased installation services as part of your order, our team will contact you to arrange the installation services. You agree to provide us (and our Personnel) with access to the premises where the product is to be installed (and any facilities at the premises) as is reasonably necessary for us to provide the installation services, free from harm or risk to health or safety, at the times and on the dates reasonably requested by us or as agreed between the Parties. You acknowledge and agree that you may be required to pay our additional costs reasonably incurred as a result of you failing to comply with this clause.
AMPS will pass through all third party manufacturer standard warranties.
You must pay us the purchase price of each product you order, plus any applicable delivery costs as set out on the Site (the Price) in accordance with this clause. All amounts are stated in Australian dollars and Australian GST (where applicable) will be set out separately.
1. You must pay the Price upfront using one of the methods set out on the Site.
2. You must not pay, or attempt to pay, the Price by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
3. The payment methods we offer are set out on the Site. We may offer payment through a third-party provider for example, PayPal or eWAY. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
4. Where you order the products for delivery outside Australia, you may need to pay custom charges or taxes in addition to the Price.
5. We may from time to time issue promotional discount codes for certain products on the Site.
6. To claim the discount, you must enter the promotional discount code at the time of submitting your order through the Site.
7. The conditions of use relating to promotional discount codes will be set out on the Site. We may also from time to time run competitions on the Site or on social media. These competitions are subject to terms and conditions which will be made available on the Site at the time of the competition.
8. AMPS retains ownership of any unit that has not been paid in full. I.e. where a deposit has been made or where only partial payment of the invoice has occurred.
If possible we will deliver the products to the delivery address you provide when making your order. We currently deliver to areas as set out on the Site. Please refer to the delivery information on the Site to ensure you are in our delivery area. If you are not in our delivery area please contact us to discuss delivery options.
1. We normally dispatch products within 24 business hours of receiving an order, unless otherwise noted on the Site. Any delivery periods displayed on the Site are estimates only, based on the information provided by the delivery company.
2. If you choose to collect your products from our warehouse, we will notify you via email when your products are ready for collection (Collection Notification). You agree to collect your products from the collection location notified in the Collection Notification within 30 days of the date of the Collection Notification. If you fail to collect your products within the agreed period, you acknowledge and agree that we may cancel your order and return your products to our inventory, and make those products available for sale to other customers. We will provide you with a refund of the Price paid by you where we cancel your order in accordance with this clause.
3. If you need to change the delivery day or delivery address, please notify us immediately in writing.
4. We deliver the products using a range of delivery methods. You may need to sign for some deliveries. If neither you nor your authorised representative is at the delivery address to accept delivery, you agree that we may leave the products at your premises.
5. Title to the products will remain with us until you have paid the Price in full for the products. Until title passes, you must not do anything which seeks to create an encumbrance, lien, charge or other interest in or over the products.
6. Risk in the products will pass to you as soon as they are delivered to the delivery address you provided in your order, or if you have chosen to collect your order, as soon as your collect your products from the collection location.

Use Of Charging Stations Fair Use

Your use of the Charging Stations and any prepaid charging packs, e-vouchers, gift cards (if applicable) must be fair, reasonable, not excessive and in an acceptable manner. If we consider, in our reasonable discretion, your usage to be unfair, unreasonable, excessive or in an unacceptable manner (collectively, Unreasonable Conduct), without limiting clause 3 above, we may immediately suspend, terminate, modify or restrict your access to any or all Charging Stations. We may consider your use of the Charging Stations to be Unreasonable Conduct if you use Charging Stations in a manner other than they are intended for. Below are some examples of uses that we consider Unreasonable Conduct. This is not intended to be an exhaustive list:
1. Using or accessing the Charging Stations in a manner that breaches these Terms or any applicable laws and regulations;
2. Using the Charging Stations for any fraudulent purpose;
3. In the case of AMPS’ subscription charging service, using your Account to provide anyone other than yourself, access to free charging on the AMPS Network; or
4. Using the Charging Stations and AMPS Network in a manner that could interfere with the service, our networks, the assets and equipment of us or a CPO or our ability to provide services to you or another person.
You agree not to use, or attempt to use, Charging Stations for any purpose other than to charge your EV and then only to the extent that your EV is compatible with the Charging Stations.
When using the Charging Stations, you agree to comply with all applicable laws and regulations. In particular, you agree to:
1. Take reasonable care for your own health and safety;
2. Take reasonable care that your acts or omissions do not adversely affect the health and safety of others;
3. Comply, as far as you are reasonably able to, with any reasonable instruction that is given by AMPS or the relevant CPO. This means complying with the relevant EV manufacturer’s handbook and any instructions for use set out at the Charging Stations (which may be updated by AMPS or a CPO from time to time and so should be reviewed by you each time you use a Charging Station); and
4. Be aware of any parking restrictions which may be being enforced nearby or attached to the Charging Station.
When using the Charging Stations, you must ensure that the EVSE located at that Charging Station is compatible with your EV, including that the charging cable is suitable for use on your EV.
You warrant to us that your EV is roadworthy and is registered for use on Australian roads, that you have read the relevant manufacturer’s EV handbook, and that the EV does not present any danger or risk to other vehicles or persons or to the Charging Stations.
Where you are not the owner of the EV accessing the Charging Station, you warrant that you are authorised by the owner of that EV to use the Charging Station and that you have authority to bind the owner to these Terms.
You acknowledge that we are not supervising your use of the Charging Stations and that you and any people with you are undertaking such use at your own risk.
You acknowledge that where Charging Stations are located on private property, you agree to keep the property clean and tidy, and to comply with all reasonable requests of the owner of that property provided from time to time when using the relevant Charging Stations, including any request to immediately suspend, modify or restrict your access to that Charging Station.

EVSE Idle Fee

You agree that you will remove your EV from a Charging Station promptly once it is charged and ensure that access to the EVSE and Charging Station is cleared to allow other users to use the EVSE and Charging Station.
You acknowledge and agree that you may incur an idle fee for the time your EV remains parked in a charging stall after it is finished charging (Idle Fee). To avoid Idle Fees, we recommend you monitor your EV while using a Charging Station and use the AMPS Apps to track your EV’s charge status.

Carbon Abatement

Any emissions reductions, environmental attributes, carbon abatement or offset rights or activities whatsoever which are associated with, are potentially available from, or arise from or in connection with the use of our Products (defined under clause 6.3) and/or any Charging Station that utilises our Products which could potentially give rise to the creation of Carbon Credits (defined under clause 6.3 below) are hereby retained by and vested in AMPS, or persons nominated by AMPS, unless otherwise provided under the CPO T&Cs.
Subject to any CPO T&Cs, you agree that AMPS, or persons nominated by AMPS, will be the sole owner of such emissions reductions, environmental attributes and related rights, will have authority as the project proponent to create related Carbon Credits under any relevant Carbon Credit Scheme (defined under clause 6.3 below), and that AMPS may deal with any Carbon Credits as it sees fit, including by assignment or sale to any third party. You agree not to take any action that would create a third-party interest, ownership, encumbrance or other restriction in respect of such Carbon Credits, emission reductions, environmental attributes or related rights.
For the purposes of this clause 6:
1. Carbon Credit means any right, interest, unit, credit entitlement, benefit or allowance to emit (at present or in the future) greenhouse gas or carbon emissions under any Carbon Credit Scheme;
2. Carbon Credit Scheme means any voluntary, regulatory or legal regime, scheme or arrangement arising from or in connection with any removal, limitation, reduction, avoidance, abatement, offset, sequestration or mitigation or conservation of carbon dioxide or greenhouse gas emissions or equivalence from the atmosphere, including the creation, transfer, renewal, replacement or variation of any associated Carbon Credits; and
3. Product means any product or service provided by AMPS including but not limited to the AMPS Network, AMPS Apps, Charging Stations and AMPS Website.

Charging Stations Owned By CPO

When using a Charging Station on the AMPS Network that is operated or owned by a third-party CPO, you will be deemed to have accepted the terms and conditions of use of the third-party CPO that operates or owns the Charging Station (CPO T&Cs).
The third-party CPOs which currently own or operate Charging Stations on the AMPS Network and their terms and conditions need to be obtained directly from the CPO, and AMPS have no interest or obligation to provide the CPO’s T&C’s.
AMPS will use reasonable endeavours to notify you of the Charging Stations on the AMPS Network which are operated or owned by a third-party CPO and provide access to the relevant CPO T&Cs in these Terms and on the AMPS Website and/or AMPS App only if requested.
In the event of any inconsistency between these Terms and a CPO T&Cs, the Terms which imposes a higher standard on you will prevail to the extent of any inconsistency.
AMPS does not guarantee that the CPO T&Cs accessible in these Terms or on the AMPS App or AMPS Website are the most up to date versions of those CPO T&Cs. You are solely responsible for ensuring that you have read any relevant CPO T&Cs and are aware of any updates that may be made to CPO T&Cs from time to time. By using and continuing to use a Charging Station owned or operated by a third-party CPO you agree to be bound by the most recent terms of the relevant CPO’s T&C’s.
You agree that AMPS is in no way liable to you (a) under any CPO T&Cs, or (b) in the event the CPO T&Cs accessible in these Terms or on the AMPS App or AMPS Website are not the most up to date version of the relevant CPO T&Cs, and you irrevocably release AMPS from any such claim.

Use Of AMPS Apps (AMPS Connect)

You may access and use the AMPS Apps or the AMPS Website to obtain information regarding Charging Station locations and other content and features that AMPS may make available. Use of the AMPS Apps and the AMPS Website is subject to these Terms, AMPS ’s Privacy Policy (available on the Website), any relevant mobile application terms and conditions entered into at the time of downloading the AMPS Apps.
You are responsible for all use of the AMPS Apps under your Account name.

Content Of AMPS Apps & AMPS Website

The AMPS Apps and AMPS Website are owned and operated by or on behalf of AMPS.
All intellectual property rights (including copyright and patents) in the information, comment, content, communication, advice, text, trademarks, logos, service names and trade names of AMPS, images of people or places or other content (Content) contained in the AMPS Apps, on the AMPS Website or otherwise provided to you by AMPS is owned or licensed by AMPS. Copyright in the material in AMPS Connect (AMPS App), the AMPS Website, the Services and all related products is owned by, or licensed to, AMPS. Except where necessary for viewing the material on the AMPS Website or in the AMPS App on your browser, or as permitted under the Copyright Act 1968 (Cth) or other applicable laws or these Terms, no material on the AMPS Website or in the AMPS App may be reproduced, adapted, uploaded to a third party, linked to, framed, distributed, displayed or transmitted in any form by any process without the specific written consent of AMPS. You must not use any trademark displayed on the AMPS Website in any way without our express written consent.
The Content in the AMPS Apps and on the AMPS Website and any other information provided to you is for general information purposes only. You acknowledge and agree that, while AMPS has attempted to provide accurate information through the AMPS Apps and on the Website, such information may change frequently and in no event will AMPS be responsible for the accuracy, usefulness or completeness of the Content in the AMPS Apps and on the AMPS Website, nor does it warrant that any such Content is the most current version thereof. To the maximum extent permitted by applicable law, AMPS does not warrant or make any representations as to any third-party products or services described or referred to in the AMPS Apps, on the AMPS Website or otherwise. Any use of the Content by another person or organisation is at the user’s own risk.
The Content in the AMPS Apps and on the AMPS Website is obtained and developed from a variety of sources including but not limited to collaborations with third parties and information provided by third parties under licence or agreement. Inclusion of Content in the AMPS Apps or on the AMPS Website is not an endorsement of any organisation, product or service.
We encourage you to interact with the Site and with us on social media! You may be permitted to post, upload, publish, submit or transmit relevant information and content (User Content) on the Site. We may run campaigns via the Site and via social media that encourage you to post User Content on social media using specific hashtags (#) (Tag).
If you make any User Content available on or through the Site, including on social media using a Tag, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, broadcast, access, or otherwise exploit such User Content on, through or by means of the Site and our social media platforms.
You agree that you are solely responsible for all User Content that you make available on or through the Site, including on social media using a Tag. You represent and warrant that:
You are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and Neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Site (including on social media) will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content. AMPS may modify AMPS may modify any information in the AMPS Apps or on the AMPS Website (including Content) at our absolute discretion for any reason, without notice. All updates and modifications to the AMPS Apps or the Website (including Content) will be subject to these Terms.
If you have a complaint regarding any Content in the AMPS Apps or on the AMPS Website, AMPS will review any written complaint notified to it in accordance with clause 19 and may, at its sole discretion, modify or remove the relevant Content.

Website Links

The Website may contain links to other websites (including the websites of CPOs). We have not reviewed all the third-party websites linked on the AMPS Website and are not responsible for their content or accuracy. AMPS provides those website links for reasons such as for searching for third-party goods, and services on the internet and, unless otherwise stated, not as an endorsement, support or sponsorship of those websites, their operators, the goods, services or content that they describe.
Facebook and other websites (including the websites of CPOs) which are linked to the Website, are not covered by these Terms, and may have their own terms and conditions and privacy policy. If you choose to access any linked sites, you do so at your own risk. AMPS is not responsible for and will not be liable in respect of the content or operation of those websites or any of the goods, services or content that they describe. AMPS is not responsible for and will not be liable in respect of any incorrect link to an external website.

Access To AMPS Apps & Website

AMPS does not guarantee or warrant that you will have continuous access to the AMPS Apps or AMPS Website. Subject to these Terms, AMPS will not be liable if the AMPS Apps or AMPS Website are unavailable to you for any reason, including due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities or interruption in telecommunications supply.
AMPS does not guarantee the delivery or security of communications over the internet as such communications rely on third-party service providers, and electronic communication (including electronic mail) is vulnerable to interception by third parties.
Whilst AMPS takes reasonable precautions to protect information transmitted via the AMPS Apps and Website, subject to applicable laws, AMPS cannot and does not guarantee the security or confidentiality of these communications or the security of the AMPS Apps or AMPS Website.
AMPS does not provide, and has no control over, communications, networks or services, the internet or other required or used across the AMPS Apps or AMPS Website and, to the maximum extent permitted under applicable law, accepts no responsibility for any direct or indirect loss in any form associated with them, whether due to congestion, technical malfunction, viruses or otherwise.

Services Generally

Each party must act reasonably and in good faith in connection with the Master Agreement and each Contract.
During the course of providing Services, AMPS may be required to install copies of third-party software. AMPS may be asked to accept licence terms accompanying such software (collectively “Shrink-Wrap Terms”). AMPS will pass on to Customer copies of all such Shrink-Wrap Terms and Customer acknowledges and agrees that it is Customer’s responsibility to review Shrink-Wrap Terms at the time of installation, and hereby authorises AMPS to accept all Shrink-Wrap Terms unamended unless Customer promptly instructs AMPS to the contrary.
Nothing in the Master Agreement or any Contract transfers title to any part of AMPS ’s Platform, network or premises to Customer at any time.
Internet protocol numbers assigned to Customer are not portable. Where AMPS allocates any internet protocol numbers to Customer in connection with a Service, Customer may only use those internet protocol numbers in connection with that Service. Customer’s right to use those internet protocol numbers ceases at the end of the Service Period. AMPS may re-assign them to another.
Where the Services Schedule states that the Service includes the provision of back-ups of Customer Data:
1. Customer acknowledges and agrees that AMPS does not know what the Customer Data includes, and so Customer must promptly verify the accuracy of every back-up that AMPS takes;
2. Customer acknowledges and agrees that the back-up and restoration of Customer Data only restores the version of Customer Data that existed at the time of the relevant back-up, and that if this data was corrupted or damaged prior to the back-up, only the same corrupted or damaged data can be restored;
3. the obligation to take a back-up is limited to an obligation to run back-up software at the agreed intervals and ensuring that the back-up software does not provide a record that advises that the back-up has failed.
Where the Services Schedule does not include the supply of a back-up service for Customer Data:
1. Customer must take regular and complete back-ups of Customer Data in accordance with industry best practice;
2. Customer must ensure that it has duplicate copies of all data that is provided to AMPS;
3. AMPS is not liable for any loss of Customer Data or other data under any circumstances.
Where the Services Schedule states that the Service includes the provision of disaster recovery services the obligation to provide disaster recovery services is limited to the restoration of Customer Data and software that is the subject of the agreed restore time objective and recovery point objective as set out in the relevant Services Schedule.
Except to the extent that a Services Schedule states that AMPS is responsible for installing, configuring and operating anti-virus software of a particular item of Equipment, Customer must install, configure and operate anti-virus software on all Equipment and other equipment that interfaces with any of the Equipment or any part of AMPS ’s Platform, in accordance with industry best practice.

Business Continuity Management

If Customer has a business continuity plan for its own business that provides for Customer to take certain actions to alleviate the effects of a disaster that effects Customer’s business (BCP), and Customer wishes that the BCP incorporates the management of the Services in the event of a disaster then Customer may request that AMPS perform some of these actions. AMPS will not unreasonably refuse such request.
Customer will pay the costs associated with:
1. the work associated with creating, maintaining or updating an action plan (Action Plan) that integrates with Customer’s BCP in accordance with clause 19.1;
2. any costs that are incurred if Customer activates the BCP and AMPS is required to perform the services in the Action Plan,

in accordance with the provisions set out in the Action Plan, or if no costs are set out in the Action Plan, at the Time and Materials Rates. Any such services will be provided as a Project Service.

APRA Compliance

This clause applies where the Customer is an APRA regulated institution, and the Services are a material business activity as defined in Prudential Standard CPS 231 Outsourcing
Customer represents and warrants to AMPS that:
1. it has complied with all APRA requirements in appointing AMPS to provide the Services;
2. it will comply with all requirements that APRA may determine from time to time, in connection with the Services;
3. it will promptly notify AMPS if APRA varies Prudential Standard CPS 231 or introduces any additional standard applicable to the Services. AMPS may charge for any additional costs incurred to meet any new APRA requirement at the Time and Materials Rates, unless agreed otherwise in writing by the Parties. The parties will sign a Change Order.
Where AMPS receives a request from APRA in connection with this Master Agreement for information, access to documents or records, to conduct an on-site visit (APRA Request), AMPS must:
1. promptly notify Customer of the APRA Request; and
2. comply with the APRA Request.

Audit and Monitoring

AMPS will keep full and proper books of accounts and records relating to its contractual obligations (Service Records).
Customer must give AMPS no less than 5 Business Days’ notice that it, its auditors or a regulator are to conduct an audit of the Service Records and AMPS will give all reasonable assistance during the audit.

Change Control

The parties agree that changes to a SOW or Service Schedule will require a signed Change Order prior to implementation. Such changes may include changes to Scope of Work, Prices, fees, and timetable.
Where there is a change in law that impacts Customer’s business and Customer requires the Services to be amended, Customer will provide AMPS with a proposed Change Order reflecting Customer’s required amendments.
Provided a Change Order proposed by Customer is sufficiently detailed and includes appropriate changes to Prices, fees and timetable, AMPS must not unreasonably withhold consent to that change.
AMPS may propose a Change Order where delay has been caused by the Customer or Customer’s contractors, there has been a change in law, regulation or mandatory codes of practice, or any assumption in the SOW is not true or becomes untrue. Customer must not unreasonably withhold consent to the proposed Change Order.

Disengagement Services

For each Contract, AMPS will create a Disengagement Plan as part of the Transition and On-Boarding Services.

Acceptance Testing

This clause 24 applies only:
1. for Transition and On-Boarding Services that are being Accepted by Customer prior to being put into a live production environment as the run phase for the relevant Managed Service;
2. where Project Services SOW specifically provides for Deliverables to be subject to Acceptance Testing.
Customer may develop a test plan to establish the Deliverables meet the Specifications (“Acceptance Test Plan”). In this instance, AMPS must provide all reasonable assistance to Customer to enable Customer to develop the Acceptance Test Plan. Customer must provide any Acceptance Test Plan at least 15 Business Days prior to the date the Deliverable is scheduled to be delivered to Customer or such other agreed period.
Customer must within 5 Business Days of delivery of the Deliverables (“Acceptance Test Period”):
1. test the Deliverables to determine whether the Deliverables contain any material defects and any material non-compliance with the Specifications (“Acceptance Tests”); and
2. advise AMPS:
  1. that the Acceptance Tests have been successfully completed; or
  2. the details of any material failure of the Deliverables to pass the Acceptance Tests.
Subject to clause 24.5, if the Acceptance Tests indicate that a Deliverable does not comply with the Specifications in a material way, Customer must provide AMPS with a list of all non-compliances (including reasonable details of the non-compliance) and AMPS must remedy the non-compliances and re-perform part or all of the Acceptance Tests, as applicable. Customer may then conduct further Acceptance Tests in accordance with this clause 24.
The Deliverables will be deemed to be Accepted by Customer on the earlier of:
1. 5 Business Days of receipt of a Deliverable, if Customer has not provided an Acceptance Test Plan 15 Business Days prior to the scheduled date of delivery of the Deliverable;
2. the next Business Day after Customer notifies AMPS of the successful completion of the Acceptance Tests;
3. if Customer fails to commence the Acceptance Tests within 5 Business Days after the commencement of the Acceptance Test Period, the next Business Day after the expiry of that 5 Business Day period;
4. completion of the remediation and successful re- performance of the Acceptance Tests; or
5. such other date as may be agreed between the Parties,
following which Customer must issue to AMPS a certificate of acceptance (“Certificate of Acceptance”). Failure to do so will not affect the fact that the Deliverables have been Accepted. The Deliverables may not be used in a production environment until they have been Accepted by Customer in accordance with the Contract.
If any Deliverable fails Acceptance Tests twice, then Customer may by notice to AMPS either:
1. extend the Acceptance Test Period;
2. accept the Deliverable (or part of it) subject to a reduction in the applicable Price as agreed by the Parties at that time acting reasonably and in good faith;
3. accept the Deliverable (or part of it) for use, subject to AMPS agreeing to fix any defects in the Deliverable within a reasonable time specified by Customer;
4. reject the Deliverable (or part of it) and not be charged for that portion of the deliverable that has failed twice; or
5. adopt such other course of action as the Parties may agree in writing.

Customer Obligations

Customer may only use the Services in accordance with the terms of this Master Agreement and the relevant Contract, specifications in the Services Schedules and any applicable law.
1. Customer must, at Customer’s cost:
2. provide AMPS with the facilities, equipment and resources set out in the relevant SOW to enable AMPS to perform the Services;
3. provide AMPS with the agreed remote access to all relevant components in the Environment and any of AMPS ’s software and performance tools to enable AMPS to conduct support services (including error correction and installation of patches and new releases) remotely
4. provide AMPS with physical access on reasonable notice, as circumstances permit, to all Equipment at any time that is required by AMPS to meet its obligations under a Contract, including any Service Level;
5. provide AMPS with complete and accurate information in a timely manner as may be needed to facilitate AMPS performing the Services;
6. make available appropriately trained personnel in a timely manner to facilitate the performance of Customer’s obligations under the Contract;
7. promptly make any decisions needed by AMPS to perform the Services;
8. ensure that all relevant software in the Environment is maintained at the stable, appropriate and supported release level; and
9. prepare any Site, and accept and delivery, that is required for the efficient supply of the Services;
10. provide AMPS and its contractors sufficient training in Customer’s policies and procedures, including health and safety requirements, to the extent necessary and applicable, prior to them commencing work at any Site;
11. provide the items in this clause to the standards, and at the times, set out in the SOW.
If the Services are performed at Customer’s offices:
1. Customer must provide office space and facilities to AMPS ’s personnel commensurate with those provided to Customer’s own employees of similar standing;
2. AMPS must ensure that its personnel and those of its contractors comply with the security procedures and standards notified to it by Customer.
Customer grants, and must procure any applicable third party grants, the right for AMPS and its contractors to use (including where applicable, copying and adapting as may be necessary or convenient) the Environment, any facilities, equipment, resources and/or Intellectual Property Rights that Customer provides to AMPS or its contractors in connection with the performance of the Services.

Warranties

AMPS warrants that:
1. it will provide the Services with due skill and care;
2. Deliverables will, in all material respects, for the Warranty Period:
  1. meet the Specifications and all other applicable requirements under the Contract; and
  2. be free from defects and omissions in material, design or workmanship.
If Customer believes that the Services were not provided with due skill and care or in accordance with any other obligation under the Contract, then Customer must promptly provide AMPS ’s Representative with written details of the issue and any other details as may be reasonably requested.
If during the Warranty Period for a fixed price Deliverable from a Project Service Customer believes that the Deliverable was not provided in accordance with any obligation under the Contract then Customer must promptly provide AMPS ’s Representative within the Warranty Period with written details of the issue and any other details as may be reasonably requested.
If there is a breach of warranty in respect to the Services or Deliverables, AMPS must, at its option and cost, rectify the deficiency, re-perform the Service, re-supply the Deliverable or refund the amount paid for the deficient Deliverable.

Where the defect in a Purchased Item is covered by the manufacturer’s standard warranty, a statutory guarantee under the Australian Consumer Law or any extended manufacturer’s warranty service stated on the order, there will be no charge for any replacement or repair of the Purchased Item.

User Generated Data

In accordance with Regulation 91 of the Competition and Consumer Act 2010, notice is given that if AMPS accepts for repair Purchased Items or other goods capable of retaining user-generated data (e.g. computer hard drives), the repair of the goods may result in the loss of the data.

Payment and Invoicing

Prices stated are exclusive of GST.
Customer must pay AMPS the amounts stated in the tax invoice, including related GST, without set-off or deduction within 14 days of receipt.
Tax invoices will be issued as follows for:
1. the Transition and On-Boarding Price, on the Acceptance by Customer of the Transition and On-Boarding Services (or such other agreed date);
2. the Services Price, on the first day of each calendar month during the Term. Where Services are provided for a part of a calendar month the tax invoice is calculated on a daily pro rate basis;
3. any varied Services as set out in the Change Order. The first period of the additional/reduced Service will be charged on a daily pro rate basis, and invoiced in arrears together with the next tax invoice for the Services;
4. the Disengagement Price the dates agreed in the Disengagement Plan;
5. the Project Services Price as set out in the Project Services SOW;
6. for any Purchased Item, on the date that AMPS entered into a contract for that Purchased Item or prior to if the supplier requires payment for the Purchased Item; and
7. any agreed expenses will be invoiced monthly after they have been incurred, unless agreed otherwise.

Disputed Invoices

If Customer, in good faith, disputes a tax invoice it must:
1. pay the undisputed amount by the due date; and
2. raise a dispute under clause 46 within 14 days of receipt of the disputed tax invoice.
If it is determined that some or all of the unpaid amount should have been paid, then the amount that should be paid must be paid immediately together with the late payment charge as set out in clause 30.1.

Late Payment

The late charge for any failure to make any payment by the date required, is calculated daily using a rate that is 2% over the National Australia Bank’s Business overdraft rate, from the date the payment is first overdue, to the date payment is received, both dates inclusive.
If any Price, expense or GST is not received by the required date then, in addition to any other right or remedy, AMPS may suspend or cease providing the Services under any and all Contracts until the outstanding amounts (including applicable late charges, damages, costs and expenses) are paid.

Intellectual Property Rights

As between Customer and AMPS, Customer and its licensors own all the Intellectual Property Rights in Customer Data.
Customer grants AMPS and its contractors a non-exclusive, royalty-free licence to host, cache, copy, transmit, adapt, edit, change, publish or otherwise use or access any Customer Data in connection with the performance of AMPS ’s obligations under the Contract and any lawful requirements.
Customer warrants that possession, use or access to Customer Data by AMPS and its contractors, in accordance with this Master Agreement and each Contract will not infringe the Intellectual Property Rights or other rights of any third party.

Accordion TitleOperations Manual and Methodologies

The Operations Manual and methodologies are the Confidential Information and Intellectual Property of AMPS and must be returned to AMPS at the end of the relevant Service Period, or on demand, if sooner.

Licence for Deliverables

Upon payment in full for the relevant Deliverable created under a Project Services SOW, AMPS grants Customer (and any contractor acting on behalf of Customer or its Related Bodies Corporate) the right to use, copy and adapt that Deliverable for Customer’s internal use during the Service Period under that Contract. Customer is not granted any right of ownership in any such Deliverable, nor is Customer granted any right to transfer, sublicense or provide access to the Deliverable to any third party (other than any contractor acting on behalf of Customer).

Marketing

Each party agrees to allow reference to the other and the relationship under this Master Agreement and any Contract in its marketing presentations, marketing materials, lists of customers or suppliers (as applicable), and websites as well as in discussion with prospective resellers and customers, and industry/financial analysts.
Neither party may use the other party’s trademarks, logos, get up or other branding without the other party’s prior consent, such consent not to be unreasonably withheld.

Intellectual rights generally

Each party warrants to the other party that it holds the necessary Intellectual Property Rights and licences (including, but not limited to, hardware and software) to provide the Services under this Master Agreement.

Confidentiality

Each party acknowledges that the Confidential Information of the other party is valuable to the other party. Each party undertakes to keep the Confidential Information of the other party secret and to protect and preserve the confidential nature and secrecy of the Confidential Information of the other party.
The party receiving Confidential Information from the other party may only use the Confidential Information of the discloser for the purposes of performing the recipient’s obligations or exercising the recipient’s rights under this Master Agreement and the relevant Contract.
A recipient may not disclose Confidential Information of the discloser to any person except:
1. Representatives of the recipient who require it for the purposes of performing its obligations or exercising its rights under this Master Agreement and each Contract and then only on a need to know basis;
2. with the prior consent of the discloser;
3. if the recipient is required to do so by law or a stock exchange; or
4. if the recipient is required to do so in connection with legal proceedings relating to this Master Agreement and any Contract.
A recipient disclosing information under clause 36.3 a) or b) must ensure that persons receiving Confidential Information from it are aware it is the other party’s Confidential Information and do not disclose the information except in the circumstances permitted in clause 36.3.
Subject to clause 36.6, on the discloser’s request, the recipient must, immediately deliver to the discloser all documents or other materials containing or referring to the discloser’s Confidential Information which are:
1. in the recipient’s possession, power or control; or
2. in the possession, power or control of persons who have received Confidential Information from the recipient under clause 36.3 a) or b).
The obligation in clause 36.5 does not apply to Confidential Information of the discloser that the recipient requires in order to perform its obligations under this Master Agreement or a Contract, or is otherwise entitled to retain them.

Privacy

Each party must use any Personal Information of that it becomes aware in connection with this Master Agreement and each Contract in accordance with any Privacy Law in the state, territory or country in which the party (and/or the individual about whom the Personal Information relates) is located, and in any state, territory or country to which the Personal Information is to be sent.
Customer warrants that, in accordance with Privacy Law, it has obtained each of its employees’ and contractors’ express informed consent (or has another lawful purpose) for AMPS , any Related Bodies Corporate, and their respective Representatives to use, store, manipulate, process or otherwise deal with those individuals’ Personal Information for any purpose connected with this Master Agreement and the relevant Contract, and that such usage may include transferring the data interstate and/or overseas to any Related Bodies Corporate and their respective contractors for any use, storage, manipulation, processing or dealing for any purpose connected with this Master Agreement and the relevant Contract.

Data Security

AMPS must only process Customer Data in accordance with the written instructions of Customer or for any purpose permitted by law.
Except as required by law, AMPS must not:
1. Use Customer Data for any purpose other than to provide the Services;
2. Sell, commercially exploit, let for hire, encumber, assign rights in or otherwise dispose of any Customer Data. For the avoidance of doubt, “disposal” does not include the consequence of backing up Customer Data.
3. Make any Customer Data available to a third party other than a contractor and then only to the extent necessary to enable the contractor to perform its obligations under this Master Agreement or any Contract.
AMPS must use its best efforts to prevent any loss, destruction or alteration of any Customer Data under the control, custody or care of AMPS.
AMPS must deliver all copies of any Customer Data to Customer immediately on termination or expiration of this Master Agreement (or the relevant Contract, as required by Customer) or on request by Customer at any time.
AMPS must:
1. Comply with all Customer data security requirements notified to it from time to time;
2. use all reasonable effort to prevent unauthorised persons gaining access to Customer Data; and
3. notify Customer immediately and comply with all directions of Customer if AMPS becomes aware of the contravention of any Customer data security requirements.
If AMPS becomes aware of any actual or suspected:
1. Action taken through the use of computer networks that result in an actual or potentially adverse effect on the Customer Data (Cyber Incident); or
2. Other security incident or security breach (including any unauthorised access, use, misuse, damage or destruction of Customer Data, Confidential Information or Personal Information) (Other Incident),
  AMPS must
3. Use its best efforts to notify Customer promptly (and no longer than 24 hours after becoming aware of the Cyber Incident or Other Incident);
4. Advise the Customer of possible actions to mitigate potential damage of the Cyber Incident;
5. Comply with any directions issued by Customer in connection with the Cyber Incident or Other Incident, including in relation to:
  1. Obtaining evidence about how, when and by whom the Customer Data have or may have been compromised, providing it to Customer on request, and preserving and protecting that evidence for a period of up to 12 months;
  2. Implementing any mitigation strategies to reduce the impact of the Cyber Incident or Other Incident or the likelihood or impact of any future similar incident.
AMPS must use its best efforts to detect and prevent any virus from being introduced by AMPS into (or sent from) Customer’s Environment by:
1. Use of the most appropriate and up-to-date virus detection software for preventing and detecting virus;
2. Implementing practices and procedures that are consistent with best industry practice;
3. Pro-actively monitoring known threats of virus; and
4. Informing Customer of any virus and the steps necessary to avoid the introduction of virus.
If AMPS becomes aware that a virus has been introduced into Customer’s Environment through the performance of the Services, AMPS will:
1. Notify Customer promptly;
2. Provide available information in relation to the virus, its manner of introduction and the effect the virus has had or is likely to have;
3. Take all necessary remedial action within its Platform and the Environment to:
  1. Eliminate the virus and prevent its re-occurrence; and
  2. Rectify any consequences of the virus (to the extent that they are capable of rectification);
4. If the virus causes a loss of Customer Data, assist Customer to mitigate the losses and restore the Customer Data; and
5. Retain evidence and logs regarding the incident to help in determining the cause, damage and likely source.
To the extent that the virus was introduced by the negligent act or omission or wilful misconduct of AMPS or its contractors, AMPS will pay the costs and expenses incurred by Customer in connection with the activities set out in clause 38.8.
If virus was introduced in any way other than by the breach of contract, negligent act or omission or wilful misconduct of AMPS or its contractors and AMPS incurs costs and expenses in connection with the activities set out in clause 38.8, Customer will reimburse to AMPS for the performance of these activities and the costs and expenses incurred.

Liability

AMPS is not liable to Customer in contract (including under an indemnity), tort, breach of statutory duty or other legal theory for any loss, damage or expense arising out of or in connection with the Services, the Master Agreement, any Contract or the relationship between the Parties, that is:
1. An indirect, consequential, special or exemplary loss, damage or expense, even if AMPS has been advised of, knows of, or should have known of the possibility of such loss, damage or expense;
2. A loss of profits, loss of revenue, loss of realisation of savings, damage to any products, hardware, services or data not provided by AMPS, or is a loss arising from business interruption or loss of goodwill;
3. Loss of data, including Customer Data, unless such loss has been solely caused by the failure of AMPS to meet any contractual obligation to take a backup of the relevant data under the Contract.
AMPS ’s liability to Customer for any claim that arises out a Contract whether that claim is in contract (including under an indemnity), tort, breach of statutory duty or otherwise in respect of any loss, damage or expense is limited:
1. In aggregate for all and any claims, to an amount that does not exceed:
  1. The amount payable for the Transition and On-Boarding Services, where the claim arises from a breach of an obligation to perform the Transition and On-Boarding Services;
  2. The amount paid as Services Price in the 6 months prior to the date the claim first arose, where the claim arises from a breach of an obligation to perform the Services or Disengagement Services;
  3. In respect of the Project Services, the amount paid and payable for the Project Services under the particular Project Services SOW; and
  4. in all other cases; $1,000,000, and
2. In any event, to an amount that does not exceed $2,000,000 in the aggregate for any and all claims arising out of or in connection with the Master Agreement (including all Contracts made under it).

Indemnity

Customer must indemnify and hold harmless AMPS, its directors, officers, employees and agents against any loss, damage or expense (including legal fees on an indemnity basis),arising out of, or in connection with:
1. Breach of all related clauses;
2. Any claim or allegation arising out of, or in connection to any storage, modification, publication, handling or other use of Customer Data;
3. Disclosure of, damage to, loss of, loss of access to, or destruction of any data arising from:
  1. Any virus;
  2. Failure to back up any data or failure to have an adequate data recovery service, or a failure to verify the correct operation of either;
  3. Failure to implement sufficient security or processes on any Customer infrastructure;
4. Any wilful, negligent, unlawful act or omission of Customer or its contractors,
5. Except the extent that the loss, damage or expense has been caused solely by a breach of the Master Agreement or the Contract by AMPS or the negligent act or omission or wilful misconduct of AMPS or its contractors.
Any breach of these Terms or a CPO’s T&Cs by you;
1. Your use or misuse of the Charging Stations, EVSE, AMPS Network, the AMPS Apps and the Website; or
2. Your communications with AMPS, except to the extent such Loss is contributed to by the gross negligence or wilful misconduct of AMPS.
AMPS will indemnify you in respect of any Losses incurred by you to the extent such Loss arises directly from a breach of these Terms by AMPS.

Warranties, Consumer Guarantees & Limitations of Liability

Your use of the Charging Stations and related EVSE, AMPS Network, AMPS Apps and AMPS Website is at your own risk. AMPS ’s services are provided on an ‘as is’ and ‘as available’ basis.
Any representation, warranty, condition, guarantee or undertaking that would be implied in these Terms in relation to any service supplied by AMPS by legislation, common law, equity, trade, custom or usage is excluded to the maximum extent permitted by law, including any implied warranties of acceptable quality or fitness for a disclosed purpose.
Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the Australian Consumer Law, set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (ACL) or any other applicable law that cannot be excluded, restricted or modified by agreement.
Our services come with guarantees that cannot be excluded under the ACL. For major failures with the service, you are entitled:
1. To cancel your Account with us; and
2. To a refund for the unused services or credit on your Account;
You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your subscription or Account with us and obtain a refund for any unused services or credit on your subscription or Account.
AMPS will not be liable to you for any damage of any kind to your EV whatsoever, arising from a failure by you to exercise reasonable care or comply with the requirements of the EV manufacturer’s handbook or with AMPS ’s or a CPO’s instructions. To the maximum extent permitted by law, you agree to hold AMPS harmless against any liability, or Losses which you may suffer or incur as a result of a failure by you to comply with one or more of the following: the EV manufacturer’s handbook, AMPS ’s or a CPO’s instructions, or your obligations under any applicable laws and regulations.
AMPS will not be liable to you for any loss or damage to you or your EV, that are indirect, incidental, special or consequential loss or damage, loss of profits or anticipated profits, economic loss, loss of business opportunity, loss of data, loss of reputation or loss of revenue (irrespective of whether the loss or damage is caused by or relates to breach of contract, tort (including negligence), statute or otherwise) (Consequential Losses) arising in connection with your use of the AMPS Network, the AMPS Apps, the AMPS Website and all links to or from the AMPS Website unless, and to the extent, that such Consequential Losses are directly caused by:
1. The gross negligence of AMPS; or
2. The fraud or wilful breach by AMPS of any of its obligations under these Terms, provided that such Consequential Losses are reasonably foreseeable and are not caused by something beyond AMPS’s control (including, for the avoidance of doubt, any act or omission of any third-party, any Force Majeure Event (defined under clause 13.10 below), any incompatibility of your EV with the EVSE, the enforcement of parking restrictions by law enforcement officials, or any breach by you of these Terms or a CPOs T&Cs).
You will not be liable to AMPS for any Consequential Losses incurred by AMPS which arise in connection with your use of the AMPS Network, the AMPS Apps and the Website unless, and to the extent that such Consequential Losses are directly caused by:
1. Your gross negligence; or
2. Your fraud or wilful breach of your obligations under these Terms, provided that such Consequential Losses are reasonably foreseeable and are not caused by something beyond your control (including, for the avoidance of doubt, any act or omission of any third-party or any Force Majeure Event).
Subject to any rights which by law cannot be excluded, AMPS is not liable to you, whether in contract, tort (including negligence), statute or otherwise, for any losses, damages, liabilities, claims or expenses (including but not limited to legal costs and defence or settlement costs), direct or indirect, whatsoever arising out of or referable to:
1. Your use of the AMPS Website, AMPS App or the AMPS Services; or
2. Any material on the AMPS Website or in the AMPS App.
3. AMPS’s total liability to you, whether for a breach of a condition or warranty implied by law, or otherwise, and which cannot be excluded, is limited to the extent possible, at AMPS’s option, to the supply of the Services again or a refund of the fees and charges for the Services paid by you.
4. To the extent permitted by law, AMPS will not be liable for any special, indirect or consequential loss or damage, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
5. For the purposes of this clause 13, Force Majeure Event is defined as a strike, riot, war, flood, bushfire, earthquake or other natural disaster event, pandemic, border closure, state of emergency, any power outage or telecommunication facilities outage.

Jurisdiction and Law

These Terms are governed by and must be construed in accordance with the laws of NSW Australia. You submit to the exclusive jurisdiction of the courts of all the States and the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms, their performance and subject matter. The CPO T&Cs may be subject to different jurisdictions.

Mitigation

Each party shall make every effort to mitigate any loss, damage, cost or expense that it may suffer arising out of a breach of this Master Agreement or a Contract by the other party.

Insurance

AMPS will during the Term and, in the case of professional indemnity insurance for a period of 7 years following the end of the Term, maintain insurance policies with APRA approved insurers for:
1. workers compensation insurance;
2. professional indemnity insurance for no less than $2,000,000 per occurrence and in aggregate;
3. product liability insurance for no less than $20,000,000 per occurrence and in aggregate; and
4. public liability insurance for no less than $20,000,000 per occurrence and in the aggregate.
AMPS must promptly provide Customer with a copy of the certificate of currency on request.

Intellectual Property Right Indemnity

AMPS must indemnify Customer against any amount finally awarded by a court of competent jurisdiction or any amount agreed by AMPS to settle an Infringement Claim in respect of a Deliverable, provided Customer:
1. promptly notifies AMPS of the Infringement Claim;
2. grants AMPS the sole right to defend, negotiate and settle the Infringement Claim, at AMPS ’s cost; and
3. when requested, provides assistance, at AMPS ’s cost, to defend, negotiate and settle the Infringement Claim.
AMPS ’s liability under clause 45.1 will be reduced to the extent that the Infringement Claim is based on any:
1. combination, operation or use of the Deliverable with any other product, equipment, business method, software or data (other than to the extent envisaged by the Contract);
2. modification of the Deliverable made by any person other than AMPS;
3. compliance by AMPS with designs, specifications, or instructions provided by or for Customer; or
4. use of the Deliverable after AMPS has provided a correction that the Customer failed to implement that would have overcome the infringement.
AMPS may (at its cost and option) either:
1. promptly procure for Customer the right to continue using the affected Deliverable; or
2. promptly replace or modify the affected Deliverable so that it becomes non-infringing but performs substantially the same functions;
3. if neither a) or b) is commercially reasonable, as determined by AMPS , then AMPS will refund all Prices paid for the relevant Deliverable.
The remedies in this clause are Customer’s sole remedy and AMPS ’s exclusive liability for any infringement of Intellectual Property Rights in the Deliverable.

Dispute Resolution

The parties must exhaust the provisions of this clause before commencing any legal proceedings.
The parties must act in good faith using their best endeavours to resolve any dispute under this Master Agreement or a Contract, by negotiation by a senior manager of each of them.
If the senior managers have not resolved the dispute within 10 Business Days of notification of the dispute, the dispute must be escalated to the parties’ CEOs for resolution.
If the CEOs have not resolved the dispute within a further 10 Business Days of notification of the dispute, either party may take such action as it considers necessary to resolve the dispute, including commencing legal proceedings.
Nothing in this clause prevents either party seeking urgent equitable relief at any time.

Termination

AMPS may immediately terminate the Master Agreement and any or all Contract(s) made under it, by giving Customer notice if:
1. Customer breaches a provision of this Master Agreement and/or a Contract and fails to remedy it within 20 Business Days of receipt of notice of the breach;
2. Customer ceases to carry on business, is unable to pay its debts as they fall due, enters into liquidation, has a controller, managing controller, liquidator or administrator appointed.
Customer may terminate a Contract for Professional Services (but not any other Services) for convenience by giving at least 20 Business Days prior notice. Customer must immediately pay for all work scheduled to be performed during the notice period, and any unbilled work that has been performed prior to the date of receipt of the notice.
Customer may immediately terminate a Contract if AMPS breaches a material provision of the Contract and fails to remedy that breach within 20 Business Days of the date notice of the breach is given.

Consequences of Termination

Termination of the Master Agreement or a Contract for any reason does not:
1. release either party from the obligation to pay any monies to the other party whether due before or after termination of the Master Agreement or Contract; or
2. discharge either party from any liability which has been incurred by that party prior to termination of the Master Agreement or the Contract.
On termination of a Contract:
1. AMPS shall have the right to request on site entry to take possession of its equipment, software, performance tools and resources that are owned by (or licensed to) it;
2. Customer Data and Equipment will be returned to Customer in accordance with the Disengagement Plan; and
3. at a party’s request the other party must immediately return the requestor’s Confidential Information.
Expiry of the Master Agreement does not terminate any Contract made under it.
The termination of a Contract does not affect any other Contract made under this Master Agreement, except to the extent set out in this Master Agreement.
The following provisions survive termination or expiration of this Master Agreement and each Contract made under it:
1. Clause 26 Warranties;
2. Clauses 5.21; 39; and 45 Indemnities;
3. Clause 36 Confidentiality;
4. Clauses 21.1 and 21.2 Audit; and
5. any other provision which by its nature should survive termination or expiration.

Suspension

AMPS may suspend the provision of a Service in whole or part, giving reasonable notice where appropriate or practical in an emergency, and otherwise immediately and without prior notice, if AMPS, acting in good faith, considers it necessary to:
1. comply with any law, order or lawful demand;
2. protect the health and safety of any person, Equipment, Environment or the Platform; or
3. enable its employees, contractors and authorised persons to attend to an emergency.
Customer will be kept informed of the issue and Services will resume as soon as practical.
Customer is not entitled to any refund or rebate of the Prices during suspension.

Force Majeure

Neither party will be liable for any delay or failure to perform its obligations if the delay or failure to perform is due to a Force Majeure Event.
If a delay or failure by a party to perform its obligations due to a Force Majeure Event exceeds 5 Business Days, either party may, by notice, terminate the affected Contract.

Non-Poach

To the extent permitted by law neither party, nor their Related Bodies Corporate, may solicit or attempt to solicit from their employment an employee of the other party involved in the Services during the Term and for 12 months after termination of the relevant Contract.
If a party is in breach of clause 51.1 then it must pay the other party an amount as liquidated damages the base salary and statutory superannuation paid to the leaving employee in the 6 months prior to the end of the leaving employee’s employment with the non-breaching party:
This amount must be paid to the non-breaching party on the last day of the leaving employee’s employment with the non-breaching party.
The parties acknowledge and agree that the amount payable under clause 51.2 is a genuine pre-estimate of the non-breaching party’s loss and is not a penalty.

Notices

Any notice must be hand delivered to the address, sent by pre-paid priority letter post to the address or sent to the email address of the recipient set out in the Master Agreement or Contract.
Each party must promptly notify the other of any change of address or contact details.
Notices sent are deemed to have been received:
1. if hand delivered; on the date of delivery;
2. by pre-paid priority post, 5 Business Days after;
3. by email, upon production of a read receipt.

Variation

Any variation to the Master Agreement or any Contract must be in writing signed by both parties.

Assignment and Novation

Neither party may, assign, novate or otherwise deal with any of its rights under this Master Agreement or any Contract without the prior consent of the other party (not to be unreasonably withheld or delayed). AMPS may subcontract the performance of any part of the Services to any person. AMPS is responsible for the acts and omissions of its subcontractors.

Waiver

Any waiver of the Master Agreement or Contract must be in writing and signed by both parties.

Severability

If a provision of the Master Agreement or Contract is declared invalid or unenforceable, it is excluded, and the validity of the remainder remains in full force.

Rights are Cumulative

Except as expressly provided otherwise all rights are cumulative, and do not exclude any rights or remedies provided by law or other legal theory.

Entire Agreement

The Master Agreement and each Contract records the entire agreement between the Parties in relation to its subject matter and supersede all previous negotiations, understandings or agreements in relation to its subject matter. Expressly excluded are any pre-printed terms and conditions of Customer’s purchase order.

Counterparts

The Master Agreement and each Contract may be signed in any number of counterparts.

Relationship of Parties

The parties are independent contractors and no partnership, joint venture, fiduciary or employment relationship is created by this Master Agreement or a Contract.
Except as specified in a Contract, neither party is authorised to act as agent for the other.
AMPS will ensure that it does not and will not have any actual or potential conflict of interest in providing the Services and undertakes to inform the Customer upon becoming aware of any actual or potential conflict of interest and to follow all the Customer’s reasonable instructions in relation to any actual or potential conflict of interest.

Contacting Us & Complaints

If you have questions or complaints about the AMPS Network, the AMPS Apps, the AMPS Website or these Terms, please contact us here. We will acknowledge receipt of any complaints as soon as reasonably practicable and will aim to resolve all complaints within 21 days.

Applicable Law

The Master Agreement and each Contract is governed by the Laws of New South Wales. The Parties covenant with each other to comply with all applicable laws and submit to the non-exclusive jurisdiction of the courts of New South Wales, and any courts competent to hear appeals from those courts.

Quick Contact

If you have any questions or need help, feel free to contact with our team.

AMPS EV Pty Ltd

1300 AMPS EV

info@ampsev.com.au

1300 2677 38

Sydney: 816-820 Prince Highway Tempe NSW 2044
Melbourne: U7/20-26 Sabre Drive, Port Melbourne, VIC 3207
Brisbane: 6/2 Corporation Dr Ashmore, QLD 4214

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Call: 1300 2677 38

Email: info@ampsev.com.au

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