O & M Terms and Conditions

The Client may elect to enter into an Operations & Maintenance Agreement for a fixed term of:

• 3 years

• 4 years

• 5 years

The selected term shall be confirmed in the Agreement Schedule.

In consideration of the Client committing to a longer-term agreement, the Contractor agrees to apply the following discounts to the standard annual service fees:

• 3-Year Term: 3.5% discount

• 4-Year Term: 5% discount

• 5-Year Term: 7.5% discount

These discounts are applied on the basis of the full agreed contract term and are strictly conditional upon the Agreement remaining in force for the entire duration.

If the Client terminates the Agreement prior to the expiry of the agreed term (other than due to Contractor default):

• The Contractor reserves the right to recover the value of the discount applied over the duration of the Agreement up to the termination date.

• The recoverable amount shall be calculated as the difference between:

(a) the discounted fees paid; and

(b) the standard non-discounted fees that would have been payable over the same period.

This amount shall become immediately due and payable upon termination.

No discount recovery shall apply where the Agreement is terminated due to:

• Material breach by the Contractor; or

• Insolvency or inability of the Contractor to perform its obligations.

Upon expiry of the initial term, the Agreement shall:

• Automatically renew on an annual basis unless otherwise agreed in writing; and

• Revert to standard (non-discounted) pricing unless a new fixed-term agreement is entered into

The annual service fees and any applicable discounts agreed at the commencement of this Agreement shall remain fixed for the duration of the agreed contract term and shall not be subject to any increase, indexation, or adjustment.

This fixed pricing applies strictly to the scope of services defined within this Agreement.

Any works, materials, or services outside the agreed scope, including but not limited to:

• Replacement of equipment no longer under manufacturer warranty;

• Repairs arising from damage, misuse, or external factors;

• System upgrades or modifications requested by the Client;

shall be treated as additional works and will be:

(a) quoted separately; and

(b) subject to the Client’s prior written approval before commencement.

If the system or asset covered by this Agreement is sold or transferred, the Agreement may be assigned to the new owner subject to Contractor approval.

If the Agreement is not transferred, this shall be treated as early termination and Clause 3 shall apply.

The discount offered under this Agreement is strictly conditional upon the agreed term and cannot be applied retrospectively or independently of this contract. Any variation must be agreed in writing by both parties