Purchase order terms and conditions

Applicability

This purchase order is an offer by WEX Inc. and/or its affiliates ("Buyer") for the purchase of the goods ("Goods”) or services ("Services”) specified on the face of this purchase order from the party to whom the purchase order is addressed ("Seller") in accordance with and subject to these terms and conditions (“Terms"); together with the terms and conditions contained in any executed master agreement, order, statement of work, or quote (collectively the “Agreement”). This purchase order and Agreement constitute the entire agreement of the parties with respect to the Goods and Services, and supersedes all prior or contemporaneous understandings, agreements, and communications both written and oral, with respect to the subject matter Goods or Services being purchased. In the event of a conflict between the Terms and the Agreement, the Agreement shall prevail.

Delivery Date

Seller shall deliver the specified Goods and/or perform the Services on the date(s) specified by Seller as agreed in writing by the parties ('Delivery Date"). If no delivery or performance date is specified, Seller shall deliver the Goods and Services within ten (10) days of Sellers receipt of this purchase order. Timely delivery of the Goods and Services is of the essence. If Seller fails to deliver the Goods and Services in full on the Delivery Date, Buyer may terminate this purchase order immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Goods and Services on the Delivery Date.

Title and Risk of loss

Title passes to Buyer upon delivery of the Goods to the delivery location specified by Buyer. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the delivery location.

Inspection and Rejection of Nonconforming Goods

The Buyer has the right, at its sole option, to inspect the Goods on or after the Delivery Date and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a)rescind the Order in its entirety; (b) accept the Goods at a reasonably reduced price, or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods. Seller shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this purchase order for cause as set forth herein. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Sellers obligations under the Terms or the Agreement

Price

The price of the Goods and Services is the price stated in the purchase order and/or the Agreement ("Price"). The Price includes all packaging, transportation costs to the delivery location, insurance, customs, duties and fees, and applicable taxes, including, but not limited to, all sales, use or excise taxes Buyer shall not be responsible for any out-of-pocket expenses incurred by Seller, except that Buyer will, upon presentation of itemized statements and invoices, reimburse those reasonable business expenses actually incurred by Seller with Buyer's prior written approval.

Confidential Information

From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) already known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law or legal process, provided that the party making the disclosure pursuant to the order or legal process shall first have given written notice to the other party in order to allow the other party an opportunity to object or obtain a protective order. On the expiration or termination of the Agreement, the receiving party shall promptly destroy or cause to be destroyed all copies of Confidential Information and if requested by the disclosing party, certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will survive termination of the Agreement. Each party may retain Confidential Information for a reasonable period of time following termination, but only if and to the extent necessary for commercially reasonable legal and business recordkeeping purposes, and provided that such retained Confidential Information is destroyed as soon as retention is no longer necessary to fulfill such purposes. All confidentiality obligations continue to apply to any such retained Confidential Information.

Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this Section could cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Intellectual Property

a.     Buyer Data. "Buyer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Buyer. Seller acknowledges that, as between Seller and Buyer, Buyer owns all right, title, and interest, including all intellectual property rights, in and to the Buyer Data and all derivatives thereof and information of any kind that is processed, created, or produced via the Services. Buyer hereby grants to Seller a limited, revocable, non-exclusive, royalty-free, non-transferable (except as expressly permitted in the Agreement) license to use the Buyer Data during the Term solely to the extent necessary for Seller to provide the Services to Buyer.

b.     Aggregate Data. Seller may collect and use data regarding use and performance of the Services, provided that such data (i) is aggregated with the data of other Buyers, (ii) is irreversibly de-identified (i.e., cannot identify Buyer, Authorized Users, or any other person or entity associated with Buyer), and (iii) does not contain and is not derived from Buyer Data or Buyer Confidential Information.

Warranties

a.     Seller represents and warrants that (i) it is currently and will continue to be compliant with all laws, statutes, rules, requirements, codes, regulations, or ordinances that apply to its performance under the Agreement, including without limitation laws relating to data protection and privacy, or anti-bribery and anti-corruption, and those prohibiting or restricting the export or re-export of the Seller services or any Buyer Data outside the United States (collectively, “Applicable Law”), (ii) that it has and will have sufficient power and authority, and all rights, licenses, and permits necessary, to enter into and perform under the Agreement, and (iii) the Agreement does not and will not conflict with any other agreement entered into by it.

b.     Seller warrants that (i) its services will conform in all material respects to the specifications set forth in the Agreement; (ii) its services will be provided in accordance with prevailing industry standards; (iii) its services will be provided by personnel with the requisite skills, training, experience, and qualifications, and who have passed industry standard background checks; (iv) it takes reasonable measures to prevent its services from containing and/or transmitting viruses and other malicious code; (v) it uses reasonable quality assurance tools and processes designed to detect and prevent errors in the Services; and (vi) it is not debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any state or federal government agency.

Term, Termination and Effect of Termination.

a.     The term of the Agreement begins on the effective date and, unless terminated earlier pursuant to the Agreement's express provisions, will continue in effect until there are no outstanding agreements governed by the Agreement (“Term”).

b.     Buyer may terminate the Agreement or an agreement made pursuant to and subject to the Agreement, for convenience, for any reason or no reason, unless otherwise set forth in an said agreement;

c.     Either party may terminate the Agreement or an agreement made pursuant to and subject to the Agreement, effective on written notice to the other party, if the other party materially breaches the Agreement or an agreement made pursuant to and subject to the Agreement, and such breach: (A) is incapable of cure; or (B) if capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach;

d.     Either party may terminate the Agreement or an agreement made pursuant to and subject to the Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; and

e.     Upon expiration or earlier termination of the Agreement or an agreement made pursuant to and subject to the Agreement, Buyer shall immediately discontinue use of the services and Seller shall immediately discontinue use of Buyer Data. Seller shall allow Buyer to access Buyer Data for a period of sixty (60) days following expiration or termination, and thereafter, shall promptly and securely delete all remaining copies of Buyer Data. Upon Buyer’s request prior to expiration or termination of an agreement made pursuant to and subject to the Agreement, and provided termination was not by Seller for Buyer’s uncured material breach, Seller shall allow an extension of the Term under the same terms (including fees) then in effect, for a period of up to ninety (90) days to allow Buyer to transition off the service. If Buyer terminates the Agreement or an agreement made pursuant to and subject to the Agreement for Seller’s uncured material breach, Seller shall provide Buyer a pro rata refund of any fees prepaid by Buyer with respect to the period following termination.

Fees and Payment

Buyer shall pay Seller the fees set forth in the Agreement ("Fees"). Seller shall invoice Buyer for all Fees in accordance with the invoicing schedule and requirements set forth in the Agreement. Unless otherwise set forth in the Agreement, Buyer shall pay all undisputed invoices within 60 days after Buyer's receipt of invoice. Seller shall submit invoices through Buyer’s business spend management platform, Coupa, and from time to time upon Buyer’s request shall respond to due diligence inquiries through Coupa.

Indemnification

Seller shall indemnify, defend, and hold harmless Buyer from and against any and all losses, damages, liabilities, claims, causes of actions, and costs (including reasonable attorneys' fees) ("Losses") incurred by Buyer resulting from any third-party claim, suit, action, or proceeding ("Third-party Claim"): (i) gross negligence or willful misconduct; (ii) alleging that any use of the Seller’s services infringes upon or misappropriates a third party's intellectual property rights; (iii) due to Seller’s breach of a confidentiality; (iv) due to Seller’s breach of any data security obligation and/or security measures; (v) due to Seller’s breach of any warranty; or (vi) due to Seller’s violation of an applicable law or regulation.

Limitation of Liability

Except as expressly otherwise provided in this section, in no event will either party be liable under or in connection with the Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, regardless of whether either party was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. Except as expressly otherwise provided in this section, in no event will the aggregate liability of either party arising out of or related to this Agreement under any legal or equitable theory (including breach of contract, tort (including negligence), or strict liability) and otherwise, exceed two times the total amounts paid or payable to Seller under this Agreement in the 12-month period preceding the event giving rise to the claim. The exclusions and limitations in this section do not apply to damages: (i) attributable to a party’s fraud, gross negligence, or willful misconduct, (ii) pursuant to Indemnification obligations, (iii) arising from unauthorized access to or disclosure of Confidential Information; (v) access or use of Buyer Data after the Term; or (v) arising from Seller’s breach of its data security obligations and/or security measures (as set forth in the Agreement and the Data Security Addendum).

Subcontracting

Seller shall not subcontract any portion of the Seller services without the prior written approval of Buyer. Seller’s use of any subcontractor does not relieve Seller of any responsibility or liability under the Agreement; Seller shall remain liable for the acts of such subcontractor(s), and for such subcontractor(s) products and services, as if they were the acts, products, or services of the Seller.

Insurance

Seller shall maintain the following insurance during the Term of the Agreement:

• $1,000,000 Commercial General Liabilit
• $1,000,000 Employer’s Liability and Statutory Workers Compensation (or its foreign equivalent)
• $4,000,000 Umbrella/Excess Liability
• $5,000,000 Commercial Crime covering losses arising out of or in connection with any fraudulent or dishonest acts committed by Seller’s (or its subcontractors') personnel, acting alone or with others
• $10,000,000 Professional Liability
• $10,000,000 Cyber Liability
• $10,000,000 Errors and Omissions

Such insurance shall be carried with insurance companies rated A VIII or better by A.M. Best, or its foreign equivalent. Buyer and its Affiliates, and their respective officers, directors, employees, and agents, shall be named as additional insureds (ATIMA) on all permissible policies. Seller (and/or its insurer representative) shall provide at least 30 days’ prior written notice to Buyer upon any termination, non-renewal, or cancellation of the required insurance. Each year during the Term of the Agreement, Seller shall deliver to Buyer a certificate of insurance evidencing the required insurance. Seller’s liability under the Agreement is not limited by Seller’s insurance coverage.

Vendor Risk Management

Seller agrees to participate in Buyer’s Vendor Risk Management process, and provide all documents and information requested by Buyer. The obligation to participate shall be ongoing during the Term of the Agreement.

Independent Contractor

Seller is an independent contractor and not an agent or employee of Buyer or its affiliates. Seller shall not have authority to enter into any contracts or obligations on behalf of Buyer or otherwise bind Buyer and shall not hold itself out as having such authority. No fringe or employee benefits are to be provided to Seller by Buyer. Seller shall be responsible for the payment of all taxes, fees, expenses (unless otherwise provided n the Agreement), and all other charges arising out of Seller’s activities, including without limitation, federal, state, and local income taxes, workers compensation coverage and similar obligations and hereby, without limitation, indemnifies and holds Buyer harmless from and against all losses, claims, damages and expenses (including legal fees and expenses) arising out of or related to Seller’s breach of any provision of this section.

Entire Agreement; Precedence

The Agreement, together with any addendums and any other documents incorporated by reference in the Agreement and all related exhibits, constitutes the sole and entire agreement of the parties with respect to the subject matter of the Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. The following order of precedence governs: (i) any addendum; (ii) any order forms; and (iii) the Agreement.

Notices

All notices and other formal communications relating to the Agreement must be in writing and will be deemed effectively given upon personal delivery to the party to be notified, or the earlier of actual receipt or (a) when sent, if sent by electronic mail, without an error in transmission noticed to the sender, during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (b) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All formal notices must be sent to the recipient’s address set forth on the signature page of this Agreement (or to such other address that a party may designate by notice in accordance with this Section). Seller shall send all notices to Buyer addressed to Attn: Chief Legal Officer.

Amendment and Modification; Waiver

No amendment to or modification of the Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Severability

If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Assignment

Neither party may assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either party may assign its rights or delegate its obligations, in whole or in part, without such consent and upon 30 days prior written notice to the other party, to an entity that acquires all or substantially all of the business or assets of such party to which the Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. In such event, however, the non-assigning party may require the assignee to provide reasonable assurance of its financial health and ability to meet the material requirements of the Agreement, including, without limitation, those related to information security. Any purported assignment or delegation in violation of this section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

Governing Law; Submission to Jurisdiction

The Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of the Agreement or the licenses granted hereunder will be instituted in the federal or state courts of Delaware, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.

Force Majeure

Delay or failure of either party to perform its obligations under the Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such party's control and without such party's fault or negligence (which events may include natural disasters, embargoes, explosions, riots, wars, or acts of terrorism) (each, a "Force Majeure Event"). Changes in cost or availability of materials, components, or services, market conditions, supplier actions and disruptions, and contract disputes, for clarity, will not excuse a party’s performance under this section. The party affected by the Force Majeure Event shall: (i) give the other party prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event, and (ii) use all diligent efforts to ensure that the effects of the Force Majeure Event are minimized so that it can resume full performance under this Agreement. Force Majeure Events do not relieve Seller of its disaster recovery and confidentiality obligations. Buyer may terminate the Agreement with written notice to Seller if a Force Majeure Event prevents Seller from providing the Services, or a material portion thereof, for more than thirty (30) days.

Affiliates

Buyer’s affiliates may also conduct business under the Agreement and may also enter into separate orders, statements of work, or other agreements made pursuant to the terms of the Agreement.

Survival

Any provision of the Agreement that, in order to give proper effect to its intent, should survive expiration or termination of the Agreement will survive such expiration or termination.

UK & European PO Terms

If the Goods or Services are purchased by WEX Inc. or by WEX Inc. on behalf of an Affiliate with services being rendered in the UK or Europe, the following terms and conditions shall apply in addition to the general terms and conditions. In the event of a conflict between these UK & European PO terms and the general terms and conditions, these UK & European PO terms shall prevail.

Definitions:

Affiliates means in relation to Buyer, any subsidiary or holding company of Buyer and any subsidiary of any such holding company for the time being.

Data Protection Laws means any laws and regulations in any relevant jurisdiction relating to privacy or the use or processing of data relating to natural persons, including: (a) EU Directive 2002/58/EC (as amended by 2009/139/EC) and any legislation implementing or made pursuant to that directive, including (in the UK) the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (b) the GDPR; and (c) any laws or regulations ratifying, implementing, adopting, supplementing or replacing GDPR; (d) the GDPR as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018, together with the Data Protection Act 2018, the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 and other data protection or privacy legislation in force from time to time in the United Kingdom; and (e) any guidance or codes of practice issued by a governmental or regulatory body or authority in relation to compliance with the foregoing; in each case, to the extent in force, and as such are updated, amended or replaced from time to time.

Group means the Buyer and its Affiliates.

Interest rate means 4% above the base rate of Barclays Bank plc from time to time.

1. Supply of Goods

1.1      If Regulation (EC) No 1907/2006 of the European Parliament and of the Council of 18 December 2006 (the "REACH Regulation") as shall be amended or superseded from time to time applies to the Goods supplied, the Seller warrants that the Goods supplied comply with the requirements of the REACH Regulation (including registration). The Seller shall indemnify the Buyer and/or any applicable member of the Group from any claims asserted against it by third-parties (including public authorities) due to noncompliance with the requirements of the REACH Regulation.

1.2      The Seller shall ensure that the Goods shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Seller or made known to the Seller by the Buyer, expressly or by implication, and in this respect the Buyer relies on the Seller's skill and judgment.

2. Charges and Payment

If a party fails to make any payment due to the other party under the Agreement by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the Interest Rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith.

3. Employees

If, in connection with this Agreement, the contract of employment of any person is at any time deemed or is likely to be deemed to transfer to the Buyer any member of the Group or any successor contractor by operation of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended or replaced) (TUPE), the Seller shall: (a) comply with its obligations under TUPE; and (b) indemnify the Buyer and each member of the Group on demand and keep them indemnified against all liabilities, losses, damages, claims, costs or expenses arising from or in connection with any such transfer or any claimed transfer including: any act, omission, default, breach of obligation or negligence of the Seller or any of the Seller’s delegates; expenses of employment of any such person; and/or the consequences of any dismissal by the Buyer, any member of the Group or successor contractor of any such person, in each case howsoever arising, including as a result of any indemnity given by the Buyer or any member of the Group to a successor contractor.

4. Third parties

Except for entities within the Buyer’s Group which may in their own right enforce a term of this Agreement a person who is not a party to the Agreement shall not have any rights to enforce its terms and the provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded.

5. Bribery Act

It is a material term of the Agreement that the Seller shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010. The Seller shall comply with all anti-bribery and anti-corruption policies (which without limitation shall include any such policies within the Buyer Code of Conduct) as published and updated by the Buyer from time to time.

6. Data protection

Each party represents and warrants that if in the course of performance of this Agreement either party provides each other with Personal Data it will comply with all applicable Data Protection Laws related to privacy and data protection, as well as their own privacy policy, in connection with this Agreement. The Parties shall reasonably cooperate to enter into any such further agreements regarding Personal Data as are necessary to satisfy the requirements of applicable Data Protection Laws, including, without limitation, the GDPR.

7. Governing Law

The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

8. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Definitions:

Anti-Money Laundering and Sanctions Law means rules, regulations or industry codes relating to anti-money laundering and counter-terrorism financing or economic or trade sanctions, including but not limited to: Anti- Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), Anti- Money Laundering and Counter-Terrorism Financing Rules Instrument 2007 (No 1) (Cth), Criminal Code Act 1995 (Cth), Proceeds of Crime Act 2002 (Cth) and any sanctions laws or trade embargos administered or enforced by the United Nations Security Council or the Department of Foreign Affairs and Trade (Australia);

GST has the meaning given in section 195-1 of the GST Law;

GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Personal Information means all information about a person that is “personal information” as defined in the Privacy Act 1988 (Cth)

1. AML and Sanctions

1.1      Each Party:

1. undertakes to provide the other Party with all information and assistance that they may request in order to manage risks relating to money laundering, terrorism financing or economic or trade sanctions, or to comply with the Anti-Money Laundering and Sanctions Laws;
2. acknowledges that the other Party has the right to suspend services to be provided under this Agreement and/or delay, block or refuse to process any payment or other Transaction if:
   1. the other Party determines that it is reasonably necessary to mitigate or manage its money laundering or terrorism financing risks or risks of breaching Anti-Money Laundering and Sanctions Laws; or
   2. the other Party knows or reasonably suspects that the payment or Transaction or the application of the Transaction’s proceeds will:
      1. breach, or cause a Party to breach, any applicable law (including Anti-Money Laundering and Sanctions Laws) or directives of any jurisdiction or any directive or regulation of any agency of any such state or jurisdiction; or
      2. allow the imposition of any penalty on a Party;
3. agrees that the other Party may take any action that it reasonably believe is necessary to comply with Anti-Money Laundering and Sanctions Laws including, but not limited to disclosing any information that it holds about the other Party to service providers whether in Australia or outside Australia, or to any relevant Australian or foreign regulator; and
4. acknowledges that, notwithstanding anything else in this Agreement, the other Party may collect information about the first Party from time to time (directly or from third parties) for the purposes of satisfying its obligations under any Anti-Money Laundering and Sanctions Law, and that the other Party may use and disclose any such information as required.

2. Customer Data and Personal Information

2.1      If any information exchanged between the Parties under this Agreement includes any Personal Information, each Party must:

1. comply with all applicable privacy laws or data protection laws as may be in force from time to time which regulate the collection, storage, use and disclosure of information, including the Privacy Act 1988 (Cth);
2. promptly notify the other of any complaint or investigation under, or relating to, any of the laws referred to in clause 17.3(a);
3. if an Eligible Data Breach has occurred or if a Party has reasonable grounds to suspect that an Eligible Data Breach may or will occur in respect of Personal Information it holds under this Agreement:
   1. promptly disclose to the other Party all information relevant to that actual or suspected Eligible Data Breach;
   2. investigate whether an Eligible Data Breach has occurred and provide the other Party with access to and copies of relevant records relating to that investigation;
   3. upon consultation with the other Party, make any notifications to affected individuals and any other third parties (including the Office of the Australian Information Commissioner) as required by applicable privacy or data protection laws;
   4. take all reasonable steps to contain and remedy the Eligible Data Breach and promptly take remedial action, as appropriate in the circumstances of the Eligible Data Breach, to mitigate any loss or interference with privacy flowing from the incident, prevent any potential further serious harm to any individuals, and protect the affected Personal Information from further misuse or beach; and
   5. to bear all costs and expenses associated with determinations, notifications and remedial action under paragraphs (ii), (iii) and (iv) above.

   In this paragraph 17.4(c), a person “holds” Personal Information if that person has possession or control of a record that contains the Personal Information (this includes where that person has the right or power to deal with the Personal Information, even if it does not physically possess or own the medium on which the Personal Information is stored);

4. promptly notify the other Party if the owner of Personal Information makes any change to any consents for its use and disclosure;
5. co-operate with the other Party in the resolution of any such complaint or investigation.

3. GST

3.1      Except as otherwise provided by this clause 3, all money payable under this Agreement in relation to any Supply is exclusive of GST.

3.2      To the extent that any Supply by a Party under this Agreement constitutes a Taxable Supply, the amount payable by the Supplying Party to the receiving Party will be increased by the applicable amount of GST (GST Amount), which will be calculated by multiplying the amount upon which GST is payable by the prevailing rate of GST.

3.3      Any GST Amount must be paid by the non-Supplying Party to the Supplying Party at the same time and in the same manner as the relevant amount is paid or given under this Agreement, without any right of set-off or deduction (unless otherwise provided in this Agreement).

3.4      If this Agreement requires a Party to pay, reimburse or contribute to any expense, loss or outgoing suffered or incurred by the other Party (a Relevant Expense), the amount that the first Party must pay, reimburse or contribute will be the amount net of any Input Tax Credits to which the second Party is entitled in respect of the Relevant Expense.

3.5      A Supplying Party must provide a valid Tax Invoice to the non-Supplying Party at or prior to the time of payment of any GST Amount.

3.6      To the extent that any Adjustment occurs in relation to a Taxable Supply, the Supplying Party must issue an Adjustment Note to the non-Supplying Party within 28 days of becoming aware of the Adjustment and any payment necessary to give effect to such Adjustment must be made within 7 days after the date of receipt of the Adjustment Note.

3.7      In this clause 3, Adjustment Event, Adjustment Note, Consideration, Supply, Taxable Supply and Tax Invoice have the meanings given to those terms in section 195-1 of the GST Law.

4. Governing Law

This purchase order is governed by and construed in accordance with the internal laws of Victoria, Australia without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of Victoria, Australia. Any legal suit, action, or proceeding arising out of this purchase order or the licenses granted hereunder will be instituted in the courts of Victoria, Australia, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.