Master Services Agreement

In this document the following words and expressions have the meaning shown unless the context requires otherwise:

In the interpretation and application of this MSA, unless the context otherwise requires: (a) in calculating any period of time commencing from a particular day, the period commences on the following day; (b) where a word is given a particular meaning, other grammatical forms have corresponding meanings; (c) the words 'such as', 'including', 'particularly' and similar expressions are not words of limitation; (d) a reference to this document includes any variation, novation, supplementation or replacement; (e) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate; (f) a party includes its successors and permitted assigns; (g) all currency is USD$ unless an Order specifies otherwise; (h) headings are for convenience only and do not affect interpretation; and (i) the singular includes the plural and vice versa.

This MSA starts on the MSA Start Date and continues until the later of: (i) the expiry of the MSA Term; and (ii) the expiry or termination date of the last Order. If a party validly terminates this MSA due to a material breach, Orders not subject to the material breach will continue in effect.

This MSA governs and applies to the supply, use or provision of SaaS, Hardware or a Service. It operates in conjunction with each separate Order placed with Gasbot from time to time and supersedes any prior agreement between the parties. Gasbot is only responsible for supplying the SaaS and Services; Gasbot Manufacturing is only responsible for supplying the Hardware.

In case of any inconsistency between terms, the following order of priority shall prevail: (a) an Order (including any special terms); (b) a Schedule attached to this MSA; (c) this MSA.

Gasbot can change the terms and conditions of this MSA with 60 days' written notice to the Customer if Gasbot reasonably considers the change is likely to benefit the Customer or have a neutral impact overall. If Gasbot reasonably considers a change is likely to have a material detrimental effect, Gasbot will give 60 days' notice of the proposed change. If the Customer does not agree, it may continue on existing terms and conditions on 30 days' notice to Gasbot. A change to pricing under clause 12.2 or a change to a policy as permitted is not a change under this clause.

The Customer may place Orders for SaaS and/or Services with Gasbot, and for Hardware with Gasbot Manufacturing, via Gasbot's online store or electronic purchase order. Placement of an Order by the Customer is binding on the Customer but does not constitute confirmation of purchase. If Gasbot accepts an Order, it will confirm in writing by issuing an Order confirmation, only then will Gasbot have a binding commitment to supply the SaaS or Service, and Gasbot Manufacturing have a binding commitment to supply the Hardware.

For Services (that are not SaaS), the Customer may submit an Order for such, and the parties may agree to add one or more Schedules to this MSA in respect of such. Such Orders and Schedules are subject to the terms and conditions of this MSA.

As part of any confirmation of an Order, Gasbot Manufacturing will notify the Customer of the estimated lead time for delivery of the Hardware. The Customer's possession and use of any and all Hardware supplied by Gasbot Manufacturing is subject to the conditions outlined in this MSA. All Hardware supplied must only be used for the Customer's internal business purposes and are not permitted to be sub-licensed, transferred, or otherwise made available to any third party without Gasbot Manufacturing's prior written consent.

Title to the Hardware passes to the Customer upon full payment of all amounts owing under the relevant Order. Until title passes, the Customer holds the Hardware as bailee for Gasbot Manufacturing. Gasbot Manufacturing may register a security interest in the Hardware under the PPSA.

Gasbot Manufacturing will provide at least 7 days' notice to the Customer of the date that the Hardware is available for collection (Collection Date). The Customer will arrange collection and transport during ordinary business hours. All costs, expenses, taxes and risk associated with the Hardware will be borne by the Customer on and from the Collection Date, as prescribed by the 'Ex Works' Incoterm 2020. For all returns, the Customer is responsible for return of the Hardware to Gasbot Manufacturing's premises and no risk will pass to Gasbot Manufacturing until successful delivery. Any collection dates specified in an Order confirmation are estimates only.

During the Period of Possession, the Customer must: (i) keep the Hardware in good order and repair (reasonable wear and tear excepted); (ii) notify Gasbot within 24 hours of becoming aware that any Hardware has been lost, stolen, damaged or destroyed, or has become inoperable; (iii) not alter or remove any markings on the Hardware (including proprietary or identifying markings, trademarks, registration numbers and certification numbers); and (iv) not make any alteration, modification or repairs to the Hardware without the prior written consent of Gasbot.

The Customer acknowledges and agrees that it is required to procure the Hardware in order to receive access to the SaaS.

Gasbot will make the Software available during the SaaS Subscription Term as provided for in the relevant Order/s. After the end of the MSA Term and on expiry of the last SaaS Subscription Term, this MSA will no longer operate in respect of SaaS. Gasbot will provide the Customer with notice of upcoming expiry 30 days prior to the end of the last then-current SaaS Subscription Term.

The Customer may use the Software during the SaaS Subscription Term through and in connection with third party tools where and to the extent permitted by Gasbot under any Gasbot-supplied APIs, desktop and/or mobile applications. Where the Customer does so, the Customer must comply with these terms and any terms and guidelines published by Gasbot in respect of such APIs, desktop and mobile applications.

Gasbot may correct errors, change, add or delete features of the SaaS from time to time. Gasbot will use reasonable efforts to notify the Customer of significant changes to the SaaS.

The Customer is responsible for the installation of the Hardware and must ensure that any person installing the Hardware: (i) complies with all applicable laws, regulations and standards; (ii) is appropriately qualified, certified and experienced to undertake such activities; (iii) makes itself aware of all relevant plant, equipment, hardware, software, and conditions; (iv) exercises professional judgment when installing, maintaining, inspecting or removing the Hardware; and (v) is wholly responsible and liable for any Hardware that has been lost, stolen, damaged or destroyed, or has become inoperable due to an act or omission of the Customer outside of the proper and compliant use of the Hardware. Gasbot Manufacturing and Gasbot excludes liability for any loss or damage arising out of or in connection with the installation, access, use, servicing or removal of the Hardware, except for loss or damage arising from Gasbot Manufacturing's gross negligence or wilful misconduct.

The Customer warrants that it will: (a) keep the Hardware in proper working order and condition and in good and substantial repair at the Customer's own cost; (b) not do or cause anything to be done that may endanger the safety or condition of the Hardware and must use all reasonable measures to protect the Hardware against theft and vandalism; and (c) not in any way alter, modify, tamper with, or damage the Hardware without Gasbot's prior written consent.

The Customer warrants that it: (a) will operate the Hardware safely, only for its intended use and in accordance with Gasbot's or the relevant manufacturer's instructions; (b) will display all safety signs and instructions as required by Gasbot or law; (c) will, at its own cost, replace all parts which may from time to time become worn out, lost, stolen, compulsorily acquired, destroyed, or permanently rendered unfit for use; (d) agrees that all replacement parts will become the property of Gasbot Manufacturing free of any liens, charges or other encumbrances should Hardware be returned or repossessed; and (e) will undertake repairs or replacement of the Hardware within a reasonable time upon receiving written notice from Gasbot Manufacturing of any defect or deficiency.

The warranty period for each item of Hardware will be set out at the Gasbot Manufacturing warranty policy webpage which Gasbot Manufacturing may update from time to time. If no such warranty period is specified for an item of Hardware, then the warranty period will be three years. Where Gasbot Manufacturing is not liable for the refund, replacement or repair of the item of Hardware under this MSA or the Gasbot Manufacturing Hardware Warranties, the Customer must pay for all replacements or repairs.

Gasbot and Gasbot Manufacturing will exercise due care and skill in performing its obligations under this MSA. Except as expressly provided for in this MSA (or an Order), the SaaS is provided "as is". Gasbot will not be responsible for events outside of its control, including where the network or internet is not available or is subject to a reduction in coverage or quality.

Gasbot will use its best endeavours to ensure the SaaS and API will be operative and accessible by the Customer for at least the minimum percentage of time during the month in order to achieve the Software Platform Service Level. Gasbot warrants (for events in its reasonable control) that the network availability will meet the minimum level of service specified in the Order. If the minimum service level for the month is not achieved, then a credit for the SaaS Fee will be rebated back to the Customer.

The acceptable service level percentage is the minimum percentage of all messages delivered to all the Customer's destinations as averaged over a billing month, calculated as: (# Messages Delivered / Total # Messages Scheduled) × 100. Gasbot will use reasonable endeavours to improve the reliability and performance of the network service over time.

Gasbot may modify a service from time to time, but will not change the fundamental nature of the service, except as permitted in clauses 10.3 or 10.4. Gasbot will use reasonable efforts to notify the Customer of significant changes to any services.

Gasbot will include 'quality of life' Updates as part of the fees for the applicable SaaS. In the event that the Customer requests a custom upgrade to the SaaS, Gasbot will endeavour to facilitate this and an additional fee for the implementation of the custom upgrade will be charged to the Customer (as set forth in a separate Order).

Gasbot may, with 14 days written notice, terminate or modify an Order or service in whole or in part if all or part of that service: (i) depends on an agreement between Gasbot and a third party, and that third party agreement or the third party's materials or other input is modified or terminated; (ii) becomes illegal or contrary to any law, regulation, guideline or request of any regulatory authority; or (iii) becomes subject to a claim or potential claim that it infringes or violates the rights of any third party.

Gasbot may obsolete a prior version of a service with reasonable prior notice following the general availability of an Update or Upgrade, and may obsolete any service as a whole on at least six months' prior notice. Gasbot will have no obligation to provide or support obsolete services or versions of services at the end of such notice periods.

The Customer authorises Gasbot to access the Premises during business hours to undertake a Site Visit and Inspection, or Maintenance and Repair works, with five (5) working days' notice. If Gasbot's access to the Premises is impeded, obstructed or in any way hindered, the Customer will be liable to pay any costs incurred by Gasbot as a result of being unable to access the Premises or carry out the works.

Gasbot Manufacturing is not responsible or liable for any defects, damage to, reduction in quality of or inability to use any Hardware that is caused by or contributed to by any person other than Gasbot, including but not limited to: (i) any intentional or accidental damage caused by the Customer or any third party; (ii) any reckless or non-compliant installation, use or maintenance by the Customer or any third party; (iii) exposure to extreme weather conditions, including but not limited to severe storms, flooding, or prolonged exposure to extreme heat or cold not covered within the product specifications; and (iv) damage caused by fire, electrical hazards, static interference, power surges, or network outages not caused by Gasbot. Any maintenance or repairs of any Hardware must be undertaken by approved and qualified contractors subject to Gasbot Manufacturing's policies, guidelines, instructions and approval. The Customer will be liable and responsible for all maintenance and repairs contemplated under this clause.

Unless expressly provided for in the relevant Order: (i) the SaaS Fees are charged three (3) months in advance for the period that is the longer of the relevant subscription term or the Period of Possession; and (ii) where the Period of Possession is a part year, the Customer will be charged and remains liable for the full year.

Payment of the SaaS Fees are to be made in the method specified in the Order. If no payment method is specified: (i) payment is due 7 days from the date of the invoice; (ii) payment is to be made via electronic funds transfer to Gasbot's nominated bank account; and (iii) at any time, Gasbot may require the Customer to move to direct debit.

If the Customer does not pay any amount owing to Gasbot by the due date, Gasbot may: (i) on 14 days' notice to the Customer, suspend, limit or restrict the Customer's access to the SaaS and/or suspend the performance of any of Gasbot's other obligations until such amount is paid in full; and (ii) if the Customer fails to pay the amount owing, after a further 14 days' written notice, Gasbot may terminate part or all of this MSA, the relevant Order, or the relevant SaaS; permanently deactivate access to the SaaS for all Hardware; and charge interest at the Interest Rate per annum on the unpaid amount, calculated daily from the due date until payment is made in full.

The SaaS Fees, Hardware and Service pricing and third party product fees chargeable under this MSA may be adjusted by Gasbot from time to time (however no more than once per 12 month period) to account for changes in: (i) third party supplier goods and services costs and pricing; (ii) inflation; (iii) increases in labour costs; and (iv) currency movements and foreign exchange rates and costs. Gasbot will provide 60 days' prior written notice to the Customer prior to any fee increase coming into effect.

Gasbot collects and processes personal information in accordance with its Privacy Policy, which is incorporated into this MSA by reference.

Customer retains ownership of Customer Data. Customer grants Gasbot a limited licence to process Customer Data solely to provide the Services. Gasbot may use Derivative Materials (aggregated and anonymised data) for product improvement, benchmarking, and industry reporting, provided no individual Customer is identifiable.

Gasbot may: (i) monitor the Customer's usage of the SaaS, Hardware and Software (including for tank levels and equipment status); and (ii) on reasonable notice audit the Customer's systems and records relating to the use of the SaaS, Software and Hardware, for the purposes of verifying the Customer's compliance with this MSA. Where such monitoring or audit finds that the Customer is not in compliance with this MSA, the Customer will be liable for Gasbot's third party monitoring and auditing costs (including consultants', advisory and legal costs).

The Customer indemnifies Gasbot and Gasbot Manufacturing and their respective Personnel from and against all losses arising out of or in connection with: (i) damage to the Hardware, including any costs or liabilities Gasbot incurs arising out of or in connection with its attempts to recover the Hardware; (ii) damages arising out of the misuse, or negligent use, of the Hardware or SaaS; (iii) any third party IPR claim in respect of the Customer Data; (iv) any IPR claim in respect of a breach of clause 8; (v) any non-compliant use of the Hardware or SaaS as required under clause 8; and (vi) any legal costs arising out of or in connection with a dispute regarding the Hardware, Software, or the supply of the Hardware or Software.

Gasbot indemnifies the Customer and their respective Personnel from and against all losses arising out of or in connection with a successful third party IPR claim in respect of Gasbot and Gasbot Manufacturing owned IPR in the Hardware or Software.

Gasbot and Gasbot Manufacturing excludes liability for all claims (including for personal injury or loss of property), damage and loss, costs and expenses, whether arising directly or indirectly from or in connection with the Customer's use, possession and handling of the Hardware from the time that the Hardware is collected from Gasbot Manufacturing's premises until the time that the Hardware is returned to Gasbot Manufacturing's premises.

The liability of a party under or in respect of an Order is limited in the aggregate to an amount equal to the amounts paid and payable by the Customer under that Order. The maximum liability of a party under or in respect of this MSA is limited in the aggregate to an amount equal to the amounts paid and payable by the Customer under the relevant and affected Orders.

Except as otherwise expressly set out in this MSA, a party is not liable to the other party for Consequential Loss. However, the Customer may be liable for Consequential Losses arising from or in connection with: (i) any third party IPR claim in respect of the Customer Data; (ii) any IPR claim in respect of the SaaS, Software or Hardware; and (iii) any breach of any Customer obligation provided for in clauses 6 and 8.

Nothing in this MSA excludes or limits either party's liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot, as a matter of law, be limited or excluded.

If the Customer terminates any Order before the end of its relevant term and the Customer has not fully paid for the Hardware under that Order, for any reason, the Customer: (i) must return all Hardware in respect of such Order/s immediately at its own cost; and (ii) remains liable to pay all outstanding amounts under all Orders (including for any period remaining on the SaaS Subscription Term). If the Customer terminates this MSA prior to the expiry of the MSA Term or the last SaaS Subscription Term, or terminates any Order or any SaaS before the end of its relevant term for any reason other than under clause 23.2(a)(i), the Customer must immediately pay the balance of any fees for all SaaS and Services which would have otherwise become payable during the relevant term.

A party may terminate this MSA by written notice to the other party if the other party: (i) breaches a material term or condition of this MSA (including any of clauses 6, 8, 12, 13, 14, 16, 17 and 18) and fails to remedy such breach (if capable of being remedied) within 14 days of receipt of a written notice; or (ii) the party becomes insolvent, bankrupt, or becomes subject to a presumption of insolvency under any laws, suffers a meeting of its creditors, has any sort of administrator or receiver appointed in respect of any of its assets, executes a deed of company arrangement, has a petition presented to appoint any such administrator or receiver, is unable to pay its debts or threatens or ceases to carry on its business or suffers any execution which remains unsatisfied for 10 days or anything similar or equivalent to any of these things.

If Gasbot has issued a notice of breach on the Customer, or if the Customer has terminated an Order or this MSA before its original expiry date, then without prejudice to Gasbot's other remedies: (i) Gasbot will be entitled to suspend or cancel all or any part of any Order which remains unperformed; (ii) all amounts outstanding under this MSA will, whether or not due for payment, immediately become due and payable; (iii) if the Customer has not fully paid for the Hardware, the Customer irrevocably grants Gasbot Manufacturing and its authorised agents a licence to access any premises where the Hardware is reasonably believed to be located for the purpose of repossessing and removing such unpaid Hardware; (iv) the Customer remains liable to pay all outstanding amounts under all Orders; and (v) the Customer will repay Gasbot Manufacturing for all costs and expenses (including legal costs) in connection with the repossession, storage and/or resupply of the Hardware.