Terms and Conditions –Fulcrum Marketplace1.Fulcrum Procurement Pty Ltd (ABN 98 640 240 320) (Fulcrum) operates a marketplace which facilitates the purchase of goodsand servicesby Buyer Members, both byoperating Tender Programsandby providing an online marketplace through which Buyer Members can purchase goods from SupplierMembers. By submitting a Statement of Requirements to Fulcrum for inclusion in aTender Program, or by registering to use Fulcrum’s onlinemarketplace, you (the Buyer Member) accept that your participation in the Marketplace is governed by these terms and conditions.2.Certain expressions used in these terms and conditions are defined in clause 45.3.The Buyer Memberwarrants that the contact details it has provided toFulcrumare correct and that it will promptly notify Fulcrumof any change to those contact details.4.Fulcrum will only disclose the Buyer Member’s Personal information to other Buyer Members or to Supplier Members in accordance with Fulcrum’s privacy policy at www.fulcrumprocurement.com.au/privacyas amended from time to time, and this clause 4. The Buyer Memberacknowledges thatFulcrumcollects those details for the purposes of promoting Fulcrum’s servicesand the Marketplace. The Buyer Memberconsents to Fulcrum disclosingthe Buyer Member’s contact details to Supplier Memberswhen the Buyer Memberaccepts a Tender Program offer or when the Buyer Memberpurchases goods or services through the Marketplace. Fulcrum will not publish the Buyer Member’s Personal Information in publications, notices or directories made available to Supplier Members. Fulcrum will only disclose the Buyer Member’s Personal Information to those third parties that assist Fulcrum in updating, maintaining and supporting the Marketplace or the Tender Program.5.The Buyer Membermay use the Marketplacesolely for the purpose of purchasing goods and services from Supplier Members and for accessing any services made available by Fulcrumthrough the Marketplace and that it may do so onlyin the manner expressly permitted by these Terms and Conditions. The Buyer Membermust not incorporate nor compile any portion of the Marketplaceinto any other program, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the Marketplaceor otherwise assign any rights to the Marketplacein whole or in part. Additional third-partyterms contained within or distributed with Marketplacethat are specifically identified in related documentation may apply to the Marketplace(or software incorporated with the Marketplace)and will govern the use of such software in the event of a conflict with Terms and Conditions. All software used in relation to the Marketplaceis the property of Fulcrumor its software suppliers and protected by applicable laws protecting copyright and other intellectual property rights.6.TheBuyer Membermust:(a)Not interfere or attempt to interfere with the proper working of the Marketplace, any online tender or sale being conducted on or through the Marketplace;(b)keep the Buyer Member’saccess credentialssafe and secure(c)not infringe any laws, third party rights or our policies, such as the prohibited and restricted items policies;(d)not manipulate the price of any item or interfere with other content posted by other Buyer Members or Supplier Members;(e)not post false, inaccurate, misleading, defamatory or offensive content (including personal information);(f)not distribute viruses nor any other technologies that may harm the Marketplaceor the interests or property of Fulcrum;(g)not encourage, assist or authorise any other person to copy, modify, reverse engineer, decompile or disassemble, otherwise tamper with, or bypass any security associated with the Marketplacewhether in whole or in part, or create any derivative works from or of the Marketplace.(h)not copy, modify or distribute rights or content from Fulcrumor Fulcrum's copyrights and trademarks; or(i)not harvest or otherwise collect information about users, including email addresses, without their consent.7.Without limiting otherremedies, Fulcrumhas, Fulcrummay, without notice, limit, suspend or terminate the Buyer Member’s access to the Marketplaceand toFulcrum’s services, prohibit access to the Marketplace, delay or remove hosted content, remove, delete, modify or not display listings, apply fees and/or recover Fulcrum’sexpenses for policy monitoring and enforcement, and/or take technical and legal steps to keep the Buyer Memberoff the Marketplaceand allrelated websites if Fulcrumreasonably believes that theBuyer Member’sis interfering with the operation of the Marketplace, creating potentialliabilitiesfor Fulcrum, other Buyer Members or Supplier Members, infringing the intellectual property rights of third parties or acting inconsistently with the Fulcrumpolicies. Fulcrummay cancel unconfirmed Buyer Memberaccounts or Buyer Memberaccounts that have been inactive for a long time.8.Fulcrumendeavours to maintain a safe trading environment, but the Buyer Memberacceptsthat always risks when trading online and using online marketplaces, including dealing with fraudulent persons. The Buyer Memberwill not hold Fulcrumresponsible for other users' content, actions or inactionsorgoodsthey list. The Buyer Memberacknowledges that Fulcrumis not an auctioneer. Instead, the Marketplace provides venues to allow Supplier Membersto offerandsellgoods and services and allow Buyer Members tobuy those goods and servicesin a variety of formats,including fixed price salesand compiled tender style sales. Fulcrumis not a party to the sales transaction betweenBuyer Membersand Supplier Members.It hasno control over and do not guarantee the quality, safety or legality of goods and servicesadvertised, the truth or accuracy of Supplier Members’ or Buyer Members’content, the ability of Supplier Membersto sell goods or services, the ability of Buyer Membersto pay for goods or servicesor that a Buyer Memberor Supplier Memberwill actually complete a transaction or return any goods. The Buyer Memberis solely responsible for implementing safe online buying and selling processes to minimise the risk of online transactions. For the avoidance of doubt, no contract of sale is created until a Supplier Member confirms the Buyer Member’s Marketplace cart(unless otherwise communicated by Fulcrum).9.The Marketplacemay incorporate the services of one or more third parties, such as a hosted service provideror payment gateway. The Buyer Member’suse of these third-partyservices may be subject to the separate policies, terms of use, and fees of these third parties.10.Where Fulcrum proposes to operate a Tender Program:(a)Fulcrum will invite relevant Buyer Members to submit a Statement of Requirements for that Tender Program; and(b)If the Buyer Membersubmits a Statement of Requirements, the Buyer Memberwarrants that its Statement of Requirements is a reasonable estimate of its anticipated requirements for the relevant goods and services, and acknowledges that Fulcrum will rely on that estimate in soliciting tenders on the basis of the aggregated requirements of Buyer Members for those goods and services.11.For each Tender Program, Fulcrum will invite Supplier Members to tender for the supply of the relevant goods and services, specifying the applicable terms of supply. On receipt of responses from Supplier Members, Fulcrum will notify each participating Buyer Memberof the goods and services available to the Buyer Memberand the terms on which the relevant Supplier Members have agreed to supply those goods and services(either directly or via the online Marketplace).12.After receipt of notice from Fulcrum, as contemplated in clause 11, the Buyer Memberwill load (or will procure that Fulcrum loads) to the Buyer Member’s Marketplace cart the goods and/or services that the Buyer wishes to procure through that Tender Program offer.The Buyer Member then confirmstheir cart. This Buyer Member confirmation sends the Buyer Member’s Marketplace cart to the SupplierMemberto review.If the relevant Supplier Memberthen confirmsthe BuyerMember’s Marketplace cart, then, a contract for the supply of goods and/or services is formed between the Supplier Memberand the Buyer Member, the terms of which are comprised in:(a)The terms of the offer from the Supplier Member, as notified by Fulcrum to the Buyer Member, including any terms and conditions incorporated by reference; and(b)The relevant Credit Terms.13.Through the Marketplace a Supplier Memberwill list goods or services for sale. The Buyer Membermay load any such goods or services in the

Terms and Conditions –Fulcrum MarketplaceBuyer Member’s Marketplace cart, or select such goods or services using such other method as directed by Fulcrum.The Buyer Member then confirms their cart. This Buyer Member confirmation sends the Buyer Member’s Marketplace cart to the Supplier Member to review. Once the relevant Supplier Member confirms the Buyer Member’s Marketplacecart, a contract for the supply of goods and/or services is formed between the Supplier Memberand the Buyer Member, the terms of which are comprised in:(a)The terms in the listing posted by the Supplier Member, including any terms and conditions incorporated by reference; and(b)The relevant Credit Terms.14.The Buyer Memberacknowledges that:(a)Any supply of goods and/or services by a Supplier Memberto the Buyer Memberwill be made under an agreement entered into between the Supplier Memberand the BuyerMember;(b)Fulcrum makes no warranties concerning the quality or availability of any goods and/or services offered by any Supplier Member;(c)The Buyer Memberreleases Fulcrum from any claim that, but for these terms, it might otherwise have in relation to the supply of goods and/or services from a Supplier Member; and(d)Any terms (including price) negotiated by Fulcrum with a Supplier Memberin relation to a Tender Program or posted by a Supplier Memberwithin the Marketplace are confidential and the Buyer Membermay only use those terms for the purpose of assessing the Supplier Member’s offer, must not disclose the proposed terms of supply to any third partyandmust not exploit those terms for the purpose of negotiating with the Supplier Memberdirectly.15.The Buyer Membermust pay for all goods and servicesthe subject of a contract of the kind contemplated in clauses 12or 13in accordance with the applicable Credit Terms and using the payment processing options available throughthe Marketplaceor as otherwise directed by Fulcrum. 16.Fulcrumprovides the Marketplace to provide Buyer Members with procurement opportunities the Buyer Members might not otherwise be invited to access. The Buyer Memberacknowledges that Fulcrumwill deduct the Platform Feesfrom the monies received by Supplier Members for all sales made through the Marketplace. 17.In consideration of Fulcrum permitting the Buyer Member to access and participate the Marketplace in accordance with these terms and conditionstheBuyer Memberagrees to:(a)not to solicit from any Supplier Member, or to accept from a Supplier Member, the supply of goods and services on terms or on a basis intended to deprive or having the effect of depriving, Fulcrumof the Platform Fees it would otherwise be entitled to in relation to the sale of goods and services to the Buyer Memberfrom Supplier Members,including, without limitationany arrangement:(i)that provides for orders for goods or services priced using the Marketplace or through a Tender Program to be placed directly with the Supplier Member or through an intermediary other than the Marketplace;(ii)that provides for goods or services priced using the Marketplace or through a Tender Programto be suppliedby or to an intermediary or a related or controlled entity of the SupplierMemberor Buyer Memberwhich is not itself a Supplier Memberor Buyer Member;(iii)that provides for the substitution of goods and services priced using the Marketplace or through a Tender Programfor functionally equivalent goods and services that are not listed on the Marketplace or not the subject of a Tender Program; and(b)without limiting clause 17(a), not to otherwise engage in conduct that undermines the shared purposes and interest of Marketplaceand Fulcrum18.The Buyer Memberconsents to Fulcrum, or its nominated representatives, auditing the books and accounts of the Buyer Memberon reasonable prior notice to verify the Buyer Member’s compliance with these terms and the Buyer Membermust provide whatever reasonable assistance Fulcrumrequires in the performance of that audit.19.When the Buyer Memberuploads content to the Marketplaceor otherwise give Fulcrumcontent, the Buyer Membergrants Fulcruma non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise any and all intellectual property rights (including copyright and trademark rights)that the Buyer Memberhas in such content, in any media known now or in the future and for any other purpose.20.The Buyer Memberalso irrevocably and unconditionally consents or undertakes to procure the irrevocable and unconditional consent of the actual author of the Buyer Member’s content, to the maximum extent permitted by law (either present or future), to Fulcrumand its licensees, contractors, assignees and successors, and their licensees and any other person authorised by any of them (FulcrumAuthorised Persons):(a)disclosing, reproducing, copying, adapting, publishing, performing, exhibiting, communicating, renting, transmitting or otherwise using the content (and any adaptation or part of the content) anywhere in the world:(i)in whatever form and in whatever circumstances Fulcrumand the FulcrumAuthorised Persons think fit, including adding to or otherwise altering the content (or any adaptation or part of the content); and(ii)without making any identification of the Buyer Memberas the author in relation to the content(or any adaptation or part of the content); and(b)doing anything or omitting to do anything in relation to the content (or any adaptation or part of the content) anywhere in the world that would otherwise infringe the moral rights, or any similar non-assignable, personal rights, that the Buyer Membermight have.21.The Buyer Memberacknowledges that the Buyer Memberalone, and not Fulcrumis responsible for ensuring that all actions the Buyer Memberperforms on or through the Marketplaceare lawful. The Buyer Membermust comply with all applicable laws in Australia. The Buyer Membermust also ensure that the Buyer Memberstrictly complies with these terms and conditionsand the policies incorporated into these terms and conditions by reference.22.Fulcrumdoes not own any items sold through the Marketplaceat any time. At no time does legal ownership of items transfer to Fulcrum. Fulcrumdoes not guarantee continuous or secure access to Marketplace, Fulcrum’s services, and operations may be interfered with by numerous factors outside of Fulcrum’s control. Accordingly, to the extent legally permitted, Fulcrumexcludes all implied warranties, terms and conditions. Fulcrumis not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of the Buyer Member’s use of or the Buyer Member’s inability to use theMarketplace or any other ofFulcrum’sservices.23.Information posted on the Marketplaceis subject to change. Fulcrummakes reasonable efforts to ensure all information on the Marketplaceis correct, however, it does not warrant the accuracy or completeness of that information. 24.Fulcrumdoes not guarantee that the Marketplaceor third-party web sites will be free from viruses, or that access to the Marketplaceor third-partyweb sites will be uninterrupted.25.To the extent permitted by law, no Related Bodies Corporate (as defined in the Corporations Act 2001 (Cth)) or staff member of Fulcrumwill be liable to the Buyer Memberfor any losses, damages, liabilities, claims and expenses (including but not limited to legal costs and defence or settlement costs) whatsoever arising out of or referable to material on the Marketplaceor to third party material, whether in contract, tort including negligence, statute or otherwise.Notwithstanding anything else in these terms and conditions, if Fulcrum is found to be liable, Fulcrum’s liability to the Buyer Member or to any third party is limited to the greater of (a) the total PlatformFees Fulcrum was paid from purchases the Buyer Member made through the Marketplace in the 12 months prior to the action giving rise to the liability, and (b) $100.26.If the Buyer Memberisa consumer under the Australian Consumer Law, Fulcrum’s services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, the Buyer Memberis entitled:(a)to cancel the Buyer Member’sservice contract with Fulcrum; and(b)to a refund for the unused portion, or to compensation for its reduced value.If a failure with the service does not amount to a major failure, the Buyer Memberis entitled to have the failure rectified in a reasonable time. If this isnot done the Buyer Memberis entitled to cancel the