WNL Terms and Conditions May 16 2022

WNL

WISPA Network Limited

Standard Terms & Conditions (Customer)

1. THESE TERMS
1.1. These terms and conditions set out the basis on which WISPA Network Limited (“WNL”) provides products and services to its Customers from time to time.
1.2. Additional terms may apply to the Customer’s use of some of WNL’s services. If so, WNL will advise the Customer what those terms are – these additional terms will generally be incorporated into the Quotations. If there is any conflict between these terms and any additional terms, the additional terms will prevail.
2. INTERPRETATION
2.1. “Agreement” means the Quotations, these terms and conditions and the Schedules.
“Customer” means the WNL Customer who receives the Services and is liable for the charges under this Agreement.
“Customer Data” means data routed through the WNL Network. WNL will have access to the meta-data associated with the Customer data but not the underlying LoRa Packet data.
“Equipment” means any equipment supplied by WNL (or a third party) to the Customer under this Agreement from time to time.
“Node” means an edge device or sensor which has LoRaWAN Certified CM certification (or approval from WNL directly) and is using AS923 and must be DR (Adaptive Data Rate) enabled.
“Notifiable Privacy Breach” as defined in the Privacy Act 2020.
“Personal Information” as defined in the Privacy Act 2020.
“Quotations” means the document signed by the Customer that sets out the services to be provided by WNL, the length of the contract and the cost of the services.
“Services” means any or all of the services that WNL have agreed to provide the Customer as recorded in the Schedules and as more fully set out in the Quotations, as varied from time to time.
“Website” means www.wispa-network.nz

“WNL” means WISPA-Network Limited (company number 8185754).

3. COMMENCEMENT OF AGREEMENT

3.1. Subject to clause 7 (as read with Schedule 2), this Agreement commences from the date the Services are commenced/installed and continues for an initial term of 12 months which upon expiry will automatically continue on a month-to-month rolling basis until it is terminated pursuant to this Agreement.

4. WNL’S SERVICES

4.1. If required and at the discretion of WNL, WNL may sub-contract other carriers to provide part of any Service.

4.2. WNL will use all reasonable endeavours to make the Services available to the Customer at all times. However, due to the nature of telecommunications and the reliance placed on networks and services owned by third parties, WNL cannot guarantee that the Services will always be available or fully functioning. If the Services are unavailable for any reason WNL will endeavour to restore the Services as soon as possible.

4.3. While WNL takes all reasonable security precautions, due to the nature of telecommunications services, WNL cannot guarantee the confidentiality of any calls or transmissions the Customer makes using the Services, however will take reasonable commercial steps to protect same.

4.4. WNL may alter, suspend or restrict any of the Services at any time if:

(a) WNL considers it necessary to protect or maintain their network or anyone else’s network; or

(b) WNL believes that the Customer has breached any of their terms and conditions. Network charges will still apply during the period of any suspension, and if the Services are suspended because of a breach by the Customer, WNL may charge the Customer a reconnection fee if the Services are recommenced.

5. CHARGES

5.1. WNL will invoice the Customer for the Services as per Schedule 2. The Customer must pay the total amount on the invoice on or before the 20th day of the month following the month the invoice is dated, regardless of whether the Customer or someone else used the Services.

5.2. If Customer chooses to make payment by credit card (VISA or Mastercard) there will be a 1.5% surcharge added to the transaction amount. We do not surcharge debit cards.

5.3. If the Customer does not pay any invoice on the due date, WNL may, in its sole discretion:

(a) charge the Customer interest on the overdue amount from the due date until the date the Customer pays, at the rate of 4% per month; and

(b) suspend or restrict the Customer’s service; and

(d) require the Customer to put in place a direct debit or credit card payment arrangement for payment of the invoices

5.4. Usage-based charges (such as Node connections and/or excess data charges) are payable in arrears.

5.5. If at any time, or in respect of any period, the Customer uses more than the allocated Services that they have contracted to purchase/use for that time or period, the Customer will be charged and must pay for any excess Services used.

5.6. WNL may vary the charges from time to time. If any charge increases, WNL will give the Customer reasonable notice of the increase.

5.7. If the Customer believes the invoice contains a mistake, the Customer must advise WNL in writing within 10 days of the date of the invoice. If WNL agrees there has been a mistake on the invoice, WNL will apply the appropriate correction to the Customer’s account, which will be displayed on the Customer’s next monthly WNL invoice. If WNL finds that no mistake has been made, the Customer must immediately pay the invoice without set-off or deduction and if payment is made past the due date the Customer must also pay penalty fees for late payment be. WNL is not required to correct mistakes if notified after 30 days of the date of invoice.

5.8. WNL may at its discretion impose a credit limit on the Customer’s account.

5.9. If the Customer breaches any term of this Agreement, and WNL incurs costs as a result, the Customer will be liable for those costs and must reimburse WNL on written demand.

5.10. All pricing shown in the Quotations are exclusive of GST.

5.11. All charges are shown in New Zealand Dollars (NZD) unless otherwise stated.

6. USING WNL’S SERVICES

6.1. The Customer agrees that they will not use the Services or permit the Services to be used in any way which:

(a) breaks any laws or infringes anyone’s legal rights;

(b) could interfere with or damage WNL’s network, any other operator’s network, or another Customer’s enjoyment of WNL’s services;

(d) could introduce anything (including any virus) that may harm WNL’s or any third party equipment or software; or

(e) through any act or omission, changes the configuration of the Nodes which directly or indirectly impedes or undermines WNL’s network, Equipment and / or the Services.

6.2. The Customer agrees that it will:

(a) comply with any reasonable restrictions imposed or instructions or directions given by WNL regarding the use of the Services;

(b) ensure that all information the Customer gives WNL is correct. Where any information the Customer has previously supplied to WNL changes (such as contact details) the Customer must provide WNL with updated information as soon as possible;

(c) not use equipment that is not specifically pre-approved by WNL for use on its network (as part of the initial on-boarding of the Customer);

(d) indemnify WNL against any legal action taken against it in connection with the Customer’s use of the Services;

(e) keep confidential any password(s), PIN number(s) or security codes which are used by the Customer to access the Services. WNL recommends that the Customer change these on a regular basis for security reasons. The Customer must change their password or PIN number if asked to do so;

(f) authorise WNL to act on any verbal instructions the Customer gives it in relation to the Services. The Customer should notify WNL which of their staff are authorised to make changes to their account;

(g) allow WNL employees and contractors access as and when they reasonably require (and the Customer must obtain any necessary consents to provide such access) if WNL needs to install equipment and carry out work at the Customers premises. If the Customer does not allow WNL employees and contractors to access their premises, the Customer’s ability to use the Services may be adversely affected.

7. TRIAL PERIOD

7.1. If WNL agrees to a trial period in the Quotations, then:

(a) this Agreement shall be subject to a trial period;

(b) the trial period shall, unless terminated earlier pursuant to this Agreement or provided for in the Quotations, be for a period set forth in Schedule 2;

(c) any provision of this Agreement intended to survive termination of this Agreement shall survive termination of the trial period and continue in full force and effect;

(d) at the end of the trial period, the Customer shall elect by notice in writing to WNL whether to subscribe for the Services in accordance with this Agreement or to terminate the Services;

(e) if the Customer elects to terminate the Agreement and gives WNL written notice of this prior to the end of the trial period, then the Services shall terminate at the end of the trial period and the Customer shall be liable to pay for the Services through to that time but shall not be liable for any further notice or early termination fees;

(f) if the Customer does not give written notice of termination to WNL prior to the end of the trial period then, unless agreed otherwise by the parties, the termination provisions in clause 10 will apply.

8. General Terms

8.1. The Customer will:

(a) comply with all applicable laws, rules and regulations, including those regarding data privacy, copyright, and export control and the terms of this Agreement;

(b) use reasonable security precautions for providing access to the Services by its employees or other individuals to whom it provides access including private keys and other security options;

(c) cooperate with WNL’s reasonable investigation of outages, security problems, and any suspected breach of this Agreement;

(d) comply with all license terms or terms of use for any software, content, service or website which it uses or accesses when using the Services;

(e) be responsible for the use of the Services (including any person to whom it has given access to the Services);

(f) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and immediately notify WNL of any known or suspected unauthorized use of Customer’s account, the Services, or any other breach of security; and

(g) where the Customer provides a Customer Offering, the Customer must enter into an Agreement with Customer’s Customers or Service users which shall include the relevant terms of this Agreement and release WNL from any and all liability for damages or losses Service Users may incur as a result of using the Services or the Customer Offering.

8.2. WNL does not control (or have any right or ownership), or have any knowledge of the Customer Data. The Customer acknowledges that the Customer Data is the responsibility of the Customer and that WNL cannot guarantee, nor is in any way responsible for, the accuracy and/or legality of any Customer Data.

8.3. WNL shall access the Customer Data to the extent necessary to:

(a) ensure the continued operation of the Services;

(b) monitor the usage and operation of the Services;

(d) ensure that the Customer is in compliance with this Agreement; or

(e) comply with any law or regulation or the order of any applicable court or government or regulatory body.

8.4. WNL shall keep confidential and shall not disclose to any third party any of the Customer Data except as required to:

(a) comply with its obligations under this Agreement;

(b) enforce its rights under this Agreement against the Customer or any Service user; or

8.5. The Customer acknowledges that all Intellectual Property Rights in and to the Services will be owned by and will continue to belong (as between the Customer and WNL) exclusively to WNL. The Customer shall indemnify WNL against all loss, costs, expenses, demands of liability, whether direct or indirect, arising out of a claim by a third party alleging infringement charges of their Intellectual Property Rights where such infringement is caused, directly or indirectly by the use of the Services in a form not specifically approved by WNL (whether modified or not) or in any manner or for any purpose not reasonably contemplated or authorized by WNL. The Customer acknowledges that there is no transfer of title or ownership of any Intellectual Property Rights, or other rights in the Services to the Customer by virtue of this Agreement.

8.6. All WNL service plans are subject to WNL’s fair use policy. WNL may apply its fair use policy where in WNL’s reasonable opinion, the Customer’s use of the Services is excessive and/or has exceeded the fair use policy by reference to average Customer profiles and estimated Customer usage of the Services. If the Customer’s usage of the Services materially exceeds estimated use patterns over any month, then, in addition to potential liable for excess usage charges, the Customer’s usage will be excessive and/or unreasonable. If the Customer’s usage is excessive and/or unreasonable, WNL may contact the Customer to advise the Customer that its usage is in breach of WNL’s fair use policy. WNL may then request that the Customer alter its usage or consider changing its service plan to come within WNL’s fair use policy. If the Customer’s unreasonable or excessive use continues, WNL will apply charges to the Customer’s account for the excessive and/or unreasonable element of the Customer’s usage of the Services.

9. SUPPLY OF EQUIPMENT

9.1. WNL or a third party may from time to time supply Equipment to the Customer in connection with the Services. Unless agreed otherwise, the Customer will have no ownership rights to any Equipment.

9.2. The Customer must not damage or interfere with the Equipment.

9.3. If the Equipment is lost or damaged while located on the Customer’s premises, the Customer shall pay the charges of WNL for repairing or replacing it as required.

9.4. Upon termination of this Agreement, the Customer shall return all Equipment to WNL within 30 days or the Customer shall pay the cost of the Equipment, as determined by WNL.

10. TERMINATION AND SUSPENSION

10.1. Subject to clause 7, if there is no fixed term contract in place or the fixed term has expired, WNL may cease providing any Service by giving the Customer not less than 30 days’ written notice.

10.2. The Customer may give up any Service or terminate this Agreement at any time by giving WNL not less than 30 days’ notice in writing and the Customer must pay WNL (in each case within 30 days of the termination of the relevant Service):

(a) the charges throughout the 30 day notice period even if the fixed term has expired; and

(b) for any costs that WNL has paid (if any) for transferring the Customer from one telephone company to another if the Customer terminates any Service within a period of three months or less from the commencement of the Services; and

(c) if any promotional incentives were provided as part of the contract, they must be repaid in full. Examples of this could be free month(s), sign-on credits, free installation and other similar incentives.

10.3. WNL may, without liability to the Customer, terminate the provision of any Service and shall endeavour to provide the Customer with reasonable notice in writing if:

(a) WNL determines that the relevant Service is not commercially viable; or

(b) a third party service provider or carrier does anything that prevents WNL from supplying that service; or

(d) WNL decides to withdraw the relevant Service from general availability.

10.4. WNL may terminate this Agreement, any specific Node connection, or the provision of any Service to the Customer, immediately if:

(a) the Customer breaches any term of this Agreement; or

(b) WNL reasonably believes that the Customer has supplied incorrect or misleading information; or

(c) the Customer (or the directors or principals) goes into liquidation, bankruptcy or receivership (or it appears that any of these events are likely to happen); or

(d) the Customer has a receiver or statutory manager appointed over any or all of their assets; or the Customer is removed from the Companies Register (other than as a result of a solvent amalgamation), dissolved; or

(e) the Customer dies; or

(f) the Customer breaches the policies and procedures of WNL, including but not limited to, WNL’s “fair use” policy published from time to time.

10.5. If this Agreement is terminated for any reason the Customer must pay for the Services provided up to the date of termination. If the Customer has prepaid for the Service, no refund is payable to the Customer on termination unless WNL agrees otherwise.

10.6. Upon termination or expiry of the Agreement, or when Equipment in which title has not passed to the Customer is no longer needed, or WNL reasonably considers any Equipment is at risk (as defined in section 109 of the PPSA), the Customer will surrender and immediately return that Equipment to WNL or provide WNL or its agents access to the Customer’s premises to reclaim the Equipment. If the Customer fails to do this within 10 Business Days of WNL’s request for the return of the Equipment, the Customer agrees that WNL may either:

(a) charge the Customer a reasonable amount for rental of the Equipment from the date on which WNL first requested the return of the Equipment until the date that the Customer actually returns it to WNL; or

(b) act (or send WNL’s agents to act) as the Customer’s agent to enter any premises WNL reasonably believes contains that Equipment to recover it, without incurring any liability to the Customer or anyone else, and in that case the Customer must pay WNL’s costs, including legal costs on a solicitor and client basis, in exercising this right.

10.7. WNL may suspend provision of Services to the Customer without liability if:

(a) WNL reasonably believes that the Services are being used (or have been or will be used) by the Customer in violation of this Agreement;

(b) the Customer does not cooperate with WNL’s investigation of any suspected violation of this Agreement;

(c) WNL believes that Services provided to the Customer have been accessed or manipulated by a third party without the Customer’s consent or in violation of this Agreement;

(d) WNL reasonably believes that suspension of the Services is necessary to protect WNL’s network, WNL’s other Customers, or others in general;

(e) a payment for the Services is overdue by more than thirty (30) days;

(f) the continued use of the Services by the Customer may adversely impact the Services or the systems or content of WNL or any other WNL Customer;

(g) WNL reasonably believes that the use of the Services by Customer may expose WNL, its affiliates, or any third party to liability; or

(h) suspension is required by law.

10.8. WNL will give the Customer reasonable advance notice of a suspension under this clause 10.8 and a chance to cure the grounds on which the suspension are based, unless WNL determines, in WNL’s reasonable commercial judgment, that either suspension on shorter or contemporaneous notice or immediate suspension without notice is necessary to protect WNL, its other Customers, or any third party from operational, security, or other risk or the suspension is ordered by a court or other judicial body. If the suspension was based on the Customer’s breach of the Customer’s obligations under this Agreement, then WNL may continue to charge the Customer the fees for the Services during the suspension, and may charge the Customer a reasonable reinstatement fee upon reinstatement of the Services, which shall be at WNL’s sole discretion.

11. CONSUMER GUARANTEES ACT AND LIMITATION OF LIABILITY

11.1. The Customer agrees that, if they are using the Services for the purposes of a business, the Consumer Guarantees Act 1993 statutory guarantees do not apply to their connection or the Services to the maximum extent permitted by the legislation. The Customer agrees (whether the Customer is using the services for the purposes of a business or otherwise) that WNL excludes and do not have any liability of any kind (whether in contract tort or otherwise) to the Customer or anyone claiming through the Customer, relating to any economic loss, loss of profits or revenue, loss of data, lost business or missed opportunities, wasted expenditure or savings the Customer might have had or any form of indirect or consequential loss or damage whatsoever arising from:

(a) the Customer’s connection to the WNL network or the content or supply of any Services;

(b) the Customer’s use of the Mobile Device;

(c) the failure, interruption or delay in the supply of, any Services or any part of them or any negligence in this regards;

(d) the fitness of all or any of the Services or Equipment for any particular purpose;

(e) errors in or omissions from any directory listing;

(f) the inaccurate or incomplete transmission of any call or any email;

(g) any other matter which relates to this Agreement.

11.2. WNL’s liability to the Customer under or in connection with this Agreement, for any loss or damages which the Customer incurs as a direct result of WNL’s failure to meet any of its obligations under this Agreement or for any negligence by WNL in relation to the supply of the Services, will be limited to the Financial Credits referred to in Schedule 3.

11.3. If the Customer uses another service provider’s services during any period when the Services are not fully operational, WNL is not liable to pay or reimburse the Customer for any amount the Customer may be charged by that service provider.

11.4. No other network operator and/or third party supplier (including their officers, employees, contractors and agents) will be liable to the Customer for loss or damage of any kind arising from the Customer’s use of the Services. This clause creates a right and benefit that other network operators and/or suppliers can enforce as a defence to any claim.

11.5. Apart from the warranties expressly given to the Customer in this Agreement, all other warranties, express or implied, are excluded to the extent permitted by law.

12. PRIVACY

12.1. The Customer may at times provide WNL with Personal Information, for example, when the Customer applies to become a Customer of WNL. WNL may also obtain Personal Information from the Customer’s use of the Services.

12.2. The Customer agrees that WNL may:

(a) use the Customer’s information (which may include Personal Information):

(b) to provide the Customer with the Services, which may require WNL to disclose, transfer, store and/or make available the Customer’s information (which may include Personal Information) to WNL’s third party suppliers . These third party suppliers may be based outside of New Zealand (Offshore Suppliers). WNL recognises the importance of protecting information you have provided WNL, and so WNL only uses carefully selected and trusted Offshore Suppliers;

(d) to communicate with the Customer about WNL’s current and future services;

(e) share information about the Customer and their use of Services with other third party suppliers to provide the Services and to comply with interception, capability, security, fraud investigation co-operation or emergency response requirements; and

(f) WNL’s third party suppliers may use information about the Customer and their use of the Services for the purposes described in (b) above.

12.3. The Customer is entitled to see any Personal Information WNL holds about them and to request that any incorrect information be corrected.

12.4. WNL may record or monitor calls between it and the Customer to verify information and for staff training purposes.

12.5. WNL will notify the Customer if WNL is made aware of any Notifiable Privacy Breach that affects any information you have provided to us and where the Privacy Act 2020 requires individuals and/or the Privacy Commissioner to be notified. The parties will co-ordinate and consult with each other on the contents of any such notification(s). Where WNL considers it necessary, WNL may notify individuals and/or the Privacy Commissioner directly.

12.6. In providing the Services, WNL will comply with the Privacy Act 2020 where applicable.

13. CHANGING THESE TERMS/VARIATIONS TO CUSTOMERS CONTRACT

13.1. WNL may vary these terms from time to time and will endeavour to give the Customer 21 days’ notice. WNL will inform the Customer of any variation to the terms and conditions either by email, post or via WNL’s website.

13.2. WNL may notify the Customer of any variation or update to their contract by email. Upon WNL receiving acceptance of the variation to the contract from the Customer, the Customer’s contract shall be updated.

14. SERVICES PROVIDED BY THIRD PARTIES OVER THE NETWORK

14.1. WNL takes no responsibility for the accuracy, completeness or currency of any content or material or services that the Customer may access or have provided to the Customer by a third party through the Services or for any charges that the Customer may incur by their use of such content, materials or services.

14.2. WNL are not responsible for:

(a) ensuring that the information the Customer accesses or makes available through using the Services will be private or secure or free from viruses or other harmful things;

(b) any transactions the Customer enters into through use of the Services or any dealings between the Customer and any advertisers or other third parties using the Services or the Customer’s participation in any promotions;

(d) fixing any faults in any part of the Internet beyond WNL’s network.

15. NOTICES

15.1. If the Customer wishes to notify WNL of anything the Customer can do so by emailing or calling WNL as per the contact details recorded on the Quotation. WNL may require the Customer to confirm in writing any advice given over the phone.

15.2. If WNL wishes to communicate with the Customer or notify them of anything it may do so by post, phone, facsimile or email to the last known address or number held for the Customer.

16. PERSONAL PROPERTIES SECURITY ACT 1999 (PPSA)

16.1. If WNL provides any Equipment, the Customer agrees that:

(a) the Customer grants a security interest to WNL in each and every part of the Equipment as security for payment for that part and for each other part of the Equipment. The Customer agrees that this Agreement constitutes a security Agreement for the purposes of the PPSA, which provides for a security interest in WNL’s favour in all of its present and after acquired property in relation to the Equipment;

(b) it will not sell, lease, dispose of, or allow any other person to take a security interest in the Equipment; and

(c) WNL can register a financing statement on the Personal Property Securities Register (PPSR) to reflect its interest in the Equipment.

16.2. Where WNL exercises its right to register a financing statement, the Customer also agrees to:

(a) provide such information as WNL reasonably requests to enable it to register a financing statement on the PPSR; and

(b) inform WNL immediately in writing if the Customer intends to change its name, address or contact details.

16.3. The Customer waives its rights under sections 114(1)(a), 116, 117, 119, 120(2), 121, 125, 126, 127, 129, 131, 132, 133, 134 and 148 of the PPSA.

17. FORCE MAJEURE

17.1. WNL will not be liable for any delay or failure of the Services or for any loss or damage from such delay or failure to the extent that it was caused, in whole or part, by a “Force Majeure Event”. “Force Majeure Event” means anything outside the reasonable control of a Party, including acts of God, strikes by employees of a third party, acts or omissions (including laws, regulations, disapprovals or failures to approve) of any government or government agency and includes (unless expressly stated otherwise by other terms of the Agreement):

(a) unavoidable accident, unscheduled outages or loss of connectivity, explosion, public mains electrical supply failure, or nuclear accident;

(b) cyber events, cyber terrorism, sabotage, riot, security events, civil disturbance, insurrection, epidemic, national emergency (whether in fact or law) or act of war (whether declared or not);

(d) Service Providers’, or any other third party’s acts or omissions (including failure to deliver) outside of Spark’s reasonable control; and

(e) any other similar cause beyond the reasonable control of the Party concerned.

A Force Majeure Event does not include:

(f) any event which the affected party could have avoided or overcome by exercising a standard of reasonable care at a reasonable cost;

(g) a lack of funds for any reason or any other inability to pay; or

(h) strike, lockout, work stoppage or other labour hindrance by employees of a party or its related companies unless the strike is part of an industry wide campaign which does not arise out of a dispute between that party or related party.

18. ASSIGNMENT

18.1. The Customer may assign and have someone else perform its side of any Agreement it has with WNL as long as the Customer first secures WNL’s written approval. WNL may assign its rights and obligations under this Agreement.

19. MULTIPLE CUSTOMERS

19.1. Every person named as a Customer in any Agreement with WNL must meet all the Customer’s responsibilities under that Agreement.

20. EACH TERM SEPARATELY BINDING

20.1. Each term of every Quotation you have with WNL is separately binding, if for any reason WNL or the Customer cannot rely on any term, all other terms remain binding.

21. NO WAIVER

21.1. Except if WNL have waived a right under these terms and notified the Customer in writing, no delay or failure to exercise a right under these terms prevents WNL exercising that or any other right on that or any other occasion.

22. INVALIDITY

22.1. If any provision of these terms is unlawful and unenforceable, it will be severed from these terms to the extent it is unlawful and unenforceable. The rest of these terms will remain in force.

23. NEW ZEALAND LAW

23.1. All WNL’s Services are provided under New Zealand law. The Customer may take action against WNL only in a New Zealand court.

24. SUPERSEDE

24.1. This Agreement supersedes all preceding discussions, negotiations and / or agreement between the Customer and WNL, whether written or oral in respect of the content hereof.

25. LIMITATION OF LIABILITY

25.1. Notwithstanding any to the contrary contained in this Agreement, WNL shall not be liable to the Customer (including the Customer’s respective employees, associates and end users) for any indirect, special and / or consequential damages or losses, whether arising in contract or in tort including but not limited to loss of custom, loss of revenue, business interruption and / or loss of opportunity (Loss) and the Customer indemnifies and holds harmless WNL from such Loss.

EXECUTION

SIGNED for and on behalf of

WISPA-NETWORK LIMITED _____________________________________

Director

in the presence of __________________________________

Director

_____________________________________

Witness Signature

__________________________________

Full name of witness

__________________________________

Occupation of witness

__________________________________

Address of witness

SIGNED for by

[ ] _____________________________________

Customer Signature

in the presence of

__________________________________

Witness signature

__________________________________

Full name of witness

__________________________________

Occupation of witness

__________________________________

Address of witness

SCHEDULE 1

SERVICES

1. At the selection by the Customer as further detailed in a quotation, WNL shall provide (some, all or any combination of) the following Services to the Customer in accordance with the SLA (Schedule 3) in consideration for the payment of the Charges:

(a) the provisioning of an organisation specific to the Customer, within the WNL, a secure telecommunications network software. Once provisioned, maintenance of the organization becomes the Customer’s responsibility.

(b) enabling the provisioning of individual Nodes within the Customers Organization utilising WNL’s Customer specific application programme interfaces.

(d) with all data on the WNL Network remaining within New Zealand,

but which services exclude the storage and / or mining of Data, the attachment of any unauthorised Node to the network.

2. WNL has standard product specifications for each Service. Some Services also have specific service targets and additional terms such as disclaimers or exclusions of liability. These product specifications and terms form part of WNL’s Agreement and describe WNL’s obligations to the Customer, including situations where WNL’s obligations are limited or do not apply.

3. If the Customer moves address and if WNL provides the Services where such services include Data services or ultra-fast Broadband services, the Customer will give notice in writing at least 3 months prior to the moving date, advising the new address and the actual moving date. If WNL is able to continue providing said Services, it will use all reasonable commercial efforts to ensure the Services continue at the new address on the moving date.

SCHEDULE 2

CHARGES

1. As per the quotations signed by the Customer from time to time, the Customer shall pay WNL the following fees, charges and expenses (“Charges”) for the Services:

(a) Customer Onboarding Account Establishment/Provisioning Fee;

(b) Connection Fee (per Node charged monthly at a rate of $xxx per Node);

(d) Per Node Provisioning Fee.

2. In the event the Customer selects the Charge item 1(c) (above), this will, on terms to be agreed between WNL and the Customer, give rise to a per Node discount (per relevant gateway) of the Charge in item 1(b).

3. In the event of the early termination of the Agreement by the Customer with WNL’s consent or alternatively where the Customer remains in default of an unremedied breach, the Customer may be liable for the payment of an additional breakage fee as follows:

4. Connection Fee per Node ÷ per day in a month x remaining pro-rata period of the contracted Node duration.

5. For the purposes of this Schedule, Node Duration means a 12 calendar month period calculated from the date the particular Node is connected to the WNL network (and which will automatically roll over on a month-by-month basis at the expiry of the initial 12 months).

6. The Customer may select all or any combination of the aforesaid Services and the corresponding Charges will apply as per paragraph 8 below.

7. All Charges are exclusive of GST.

8. The selected Customer charges (further to Quotation) will be as follows:

· [to be inserted – Customer specific]

9. Trial Period (duration)

The duration of the trial period shall be for [drafting note: details to be inserted with the Customer]

SCHEDULE 3

SERVICE LEVEL AGREEMENT

1. During the term of the Agreement under which WISPA-Network Limited (WNL) has agreed to provide the Services to the Customer (as applicable, the "Agreement"), the covered Service will provide a Monthly Uptime Percentage to Customer as follows (the "Service Level Objective" or "SLO"):

Covered Service Monthly Uptime Percentage

Network Connectivity >= 99.9%

2. If WNL does not meet the SLO, and if Customer meets its obligations under this SLA, Customer will be eligible to receive the Financial Credits described below.

3. This SLA states Customer’s sole and exclusive remedy for any failure by WNL to meet the SLO.

4. Capitalized terms used in this SLA, but not defined in this SLA, have the meaning stated in the Agreement.

Definitions

The following definitions apply to the SLA:

"Covered Service" means the provision of Network Connectivity, a component of the Services.

"Downtime" means more than a 10% Error Rate for the Network Connectivity. Downtime is measured based on server-side Error Rate.

"Downtime Period" means a period of five or more consecutive minutes of Downtime. Partial minutes will not be counted towards any Downtime Periods.

"Error Rate" means packets which are registered onto the network but are not delivered to the programmed end point.

Repeated identical requests do not count toward the Error Rate.

"Financial Credit" means the credit amount based on the percentage of the monthly bill for the Covered Service in the table below.

“Monthly Uptime Percentage” Percentage of the monthly bill for the Covered Service that will be credited to future monthly Customer bills

99% to < 99.9% 10%

95% to < 99% 25%

< 95% 50%

"Monthly Uptime Percentage" means total number of minutes in a month, minus the number of minutes of Downtime suffered from all Downtime Periods for the Covered Service in a month, divided by the total number of minutes in a month.

"Valid Requests" means requests that conform to the Documentation, and that would normally result in a non-error response.

Customer Must Request Financial Credit

5. To receive any of the Financial Credits described above, Customer must notify WNL via support@wispanetwork.nz within 30 days from the time Customer becomes eligible to receive a Financial Credit.

6. Customer must also provide WNL with identifying information (e.g., Organisation and Node Identification data) and the date and time those errors occurred.

7. If Customer does not comply with these requirements, Customer will forfeit its right to receive a Financial Credit.

8. If a dispute arises with respect to this SLA, WNL will make a determination in good faith based on its system logs, monitoring reports, configuration records, and other available information, which WNL will make available to Customer at Customer’s request.

Maximum Financial Credit

9. The total maximum number of Financial Credits to be issued by WNL to Customer for any and all Downtime Periods that occur in a single billing month will not exceed 50% of the amount due by Customer for the Covered Service for the applicable month.

10. Financial Credits will be made in the form of a monetary credit applied to future use of the Service and will be applied within 60 days after the Financial Credit was requested.

SLA Exclusions

11. The SLA does not apply to any:

a. Trial services

b. Errors:

i. caused by factors outside of WNL’s reasonable control;

ii. Customers configuration of their organisation or Nodes in WNL Network Software or in addition, any failure by the Customer to update its contact details;

iii. that resulted from Customer’s software or hardware or third party software or hardware, or both;

iv. that resulted from abuses or other behaviours that violate the Agreement;

v. that resulted from quotas applied by the system or listed in the Admin Console; or

vi. have resulted from Customer use of the Covered Service in a way which is inconsistent with the Documentation, including invalid request fields, unauthorized users, or inaccessible data.

Support

12. If the Customer needs assistance in using the Services they should contact the WNL network administrator on admin@wispanetwork.nz

13. The Customer retains the full responsibility for updating WNL of any change to its name, contact details or any other details of the Customer which directly or indirectly relate to the ability of WNL to provide the Services.