Buyer Terms & Conditions

Effective 12 October 2026 · Version 2026-10-12 · Australia

Effective Date: 12 October 2026

Issued by: ICI Group Pty Ltd (ACN 103 457 316, ABN 73 103 457 316), trading as InfraDBM

PARTIES

ICI Group Pty Ltd (ACN 103 457 316), trading as InfraDBM (InfraDBM); and

The entity identified in the execution block of this Agreement as the buyer (the Buyer).

Together, they are the Parties and each is a Party.

BACKGROUND

InfraDBM operates a business-to-business digital marketplace for the listing and procurement of infrastructure-related goods and services.

The Buyer wishes to access and use the Platform to source, evaluate, and purchase goods and services from suppliers registered on the Platform.

The Parties enter into this Agreement to set out the terms on which the Buyer may access and use the Platform.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION

1.1 Agreement means these Buyer Terms & Conditions, including all schedules, policies and documents incorporated by reference, as amended from time to time in accordance with clause 21.

1.2 Authorised User means an individual you permit to use the Platform on your behalf under your account.

1.3 Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.

1.4 Buy Now means the purchase of a product listed with a price in a supplier's catalogue on the Platform, through the Platform's checkout.

1.5 Buyer means any business or authorised representative that accesses or uses the Platform to source, evaluate or purchase goods and services from suppliers. References to 'you' or 'your' are to the Buyer.

1.6 Confirmed Order has the meaning given in clause 8.1.

1.7 Content means all information, data, specifications, pricing, lead times, certifications, warranties, trademarks, images, documents and other materials provided by a supplier on or in connection with the Platform.

1.8 Cost Estimate means an indicative, AI-assisted estimate of the cost of goods or equipment prepared on the Platform at a Buyer's request, as described in clause 15. A Cost Estimate is not a supplier Quote or an offer by any supplier.

1.9 Credit Insurer means a trade credit insurer (currently Allianz Trade) with which a supplier holds its own policy covering amounts owed to it by Buyers.

1.10 Credit Terms means payment terms, and any credit limit, that a supplier agrees to extend to you, as described in clause 10.

1.11 InfraDBM means ICI Group Pty Ltd (ACN 103 457 316, ABN 73 103 457 316), trading as InfraDBM. References to 'we', 'us' or 'our' are to InfraDBM.

1.12 Non-Excludable Rights means any rights, remedies, guarantees or warranties which cannot lawfully be excluded or limited, including under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)).

1.13 Payment Services Provider means Stripe Payments Australia Pty Ltd and its related bodies corporate, and any replacement or additional third-party payment services provider notified by InfraDBM from time to time.

1.14 Platform means the InfraDBM online marketplace, including its websites, applications, systems, APIs, integrations and related services.

1.15 Platform Rules means the rules for Transactions published by InfraDBM on the Platform from time to time, as described in clause 9.6.

1.16 Platform-initiated Transaction has the meaning given in clause 12.2.

1.17 PSP Terms means the terms and conditions on which the Payment Services Provider provides payment processing services in connection with the Platform.

1.18 QPR or Quick Price Request means a request submitted by a Buyer through the Platform for indicative pricing from one or more suppliers. A response to a QPR is indicative only and cannot be accepted as an order.

1.19 RFQ means a request for quotation submitted by a Buyer through the Platform to one or more suppliers.

1.20 Transaction means any interaction initiated, negotiated, accepted or placed on the Platform between a supplier and a Buyer relating to the supply of goods or services.

1.21 supplier means any supplier, service provider or seller registered on and approved to use the Platform.

1.22 supplier Quote means a quotation, pricing schedule or offer submitted by a supplier in response to an RFQ or product enquiry through the Platform.

1.23 Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa, and a reference to a person includes a body corporate and vice versa.

2. ROLE OF INFRADBM

2.1 InfraDBM operates a business-to-business digital marketplace facilitating introductions, listings, RFQs, quotations, ordering and Transactions between suppliers and Buyers.

2.2 InfraDBM:

(a) is a marketplace facilitator and acts as a supplier's agent only for limited purposes (facilitating payments, issuing invoices and other documents in the supplier's name, and collecting its fees); it is not the merchant of record; the supplier is the merchant of record and seller for each Transaction;
(b) is not a seller, supplier, manufacturer, distributor, contractor, certifier, inspector or adviser in respect of any goods or services listed on the Platform;
(c) is not a party to any contract for the supply of goods or services formed between a supplier and a Buyer;
(d) does not warrant the quality, safety, compliance, delivery or performance of any goods or services listed by suppliers; and
(e) does not provide credit or insurance (any Credit Terms are extended by the supplier, and any trade credit insurance is held by the supplier with its Credit Insurer), and does not operate a trust or escrow account in respect of Buyer funds - payments are processed by the Payment Services Provider under the PSP Terms and paid to the supplier's own account.

2.3 All contracts for the supply of goods or services are formed directly between suppliers and Buyers in accordance with clause 8. InfraDBM is not the merchant of record, is not the supplier of goods or services for any purpose, and is not a party to any contract of sale between a supplier and a Buyer.

3. BUYER ELIGIBILITY AND GENERAL OBLIGATIONS

3.1 You warrant that you:

(a) are a legally registered Australian business with a valid ABN;
(b) are authorised to act on behalf of your organisation;
(c) will provide accurate, complete and current information at all times; and
(d) will comply with all applicable laws, standards and regulatory requirements in connection with your use of the Platform and any goods or services you purchase through it.

3.2 The Platform is a closed marketplace. InfraDBM checks the ABN you provide against the Australian Business Register and approves each Buyer account before it can be used, and may refuse or withdraw approval at its discretion. These checks are for InfraDBM's own purposes. They are not an assessment of your creditworthiness and are not made for the benefit of any supplier.

3.3 Apart from those checks, InfraDBM has no obligation to verify your information, compliance, creditworthiness or suitability for any purpose, and may rely on your representations.

3.4 Accounts and Authorised Users. You may invite Authorised Users to your account and, where the Platform allows, assign them roles. You are responsible for all activity under your account and for the acts and omissions of your Authorised Users, including any order placed, Quote awarded or payment made by them. You must ensure each Authorised User has their own login, keep login details secure, use two-factor authentication when the Platform requires it, and tell InfraDBM promptly if you suspect unauthorised use of your account.

3.5 Inviting suppliers. If you invite a supplier to join the Platform, you warrant that you have an existing business relationship with that supplier and are authorised to invite it. You agree that InfraDBM may record that you made the invitation and may contact that supplier about the Platform.

4. PLATFORM AVAILABILITY

4.1 The Platform is provided on an "as is" and "as available" basis. InfraDBM uses reasonable efforts to maintain availability of the Platform and, where practicable, to provide notice of scheduled maintenance.

4.2 To the maximum extent permitted by law, InfraDBM:

(a) does not warrant uninterrupted, timely, secure or error-free access to the Platform;
(b) may suspend, restrict or modify the Platform for maintenance, security or operational reasons; and
(c) is not liable for outages, delays, data loss or third-party service failures, except to the extent arising from InfraDBM's fraud or wilful misconduct or affecting your Non-Excludable Rights.

5. SUPPLIER CONTENT AND INFORMATION

5.1 All Content displayed on the Platform, including product descriptions, technical specifications, pricing, certifications, compliance statements, availability and lead times, is provided solely by suppliers. Cost Estimates and other AI-generated outputs are dealt with in clause 15.

5.2 InfraDBM:

(a) does not validate, verify or approve supplier-supplied Content;
(b) does not guarantee the accuracy, completeness or currency of any Content; and
(c) does not independently assess or certify the technical suitability, regulatory compliance or fitness for purpose of any goods or services listed on the Platform.

5.3 You are solely responsible for conducting your own due diligence before placing an order, including verifying product specifications, certifications and compliance with applicable standards for your intended use.

5.4 supplier Quotes may expire or be subject to change without notice. InfraDBM is not responsible for pricing errors, expired quotes or changes to product availability. Stock status shown on a listing ("In stock" or "Out of stock") is provided by the supplier and does not reserve stock.

6. CONFIDENTIALITY OF SUPPLIER PRICING AND TERMS

6.1 All supplier Quotes, pricing, commercial terms and other information provided to you by a supplier through the Platform are confidential commercial information (Confidential Information).

6.2 You must not:

(a) disclose, share or publish any Confidential Information to any third party, including competing suppliers, without the relevant supplier's prior written consent;
(b) use supplier Quotes or pricing obtained through the Platform to negotiate off-Platform purchases of the same or similar goods or services from the relevant supplier or any third party;
(c) use Confidential Information for any purpose other than evaluating and completing Transactions through the Platform; or
(d) disclose one supplier's pricing or terms to another supplier in order to obtain a better offer. Comparing supplier Quotes on the Platform, and asking a supplier to revise its own Quote, is permitted.

6.3 InfraDBM will keep your non-public project and request information confidential, and will use and disclose it only to operate the Platform and as described in clauses 14 and 17. Your reasons for not selecting a supplier are kept by InfraDBM and are not shown to suppliers.

6.4 Your confidentiality obligations under this clause survive termination of this Agreement and your access to the Platform.

7. ACCEPTABLE USE

7.1 You must use the Platform only for lawful purposes and in accordance with this Agreement.

7.2 You must not:

(a) scrape, copy, reproduce, republish or systematically extract any product listings, pricing, specifications, Content or other information from the Platform by automated or manual means;
(b) reverse-engineer, decompile or attempt to extract the source code of the Platform or any part of it;
(c) use any automated tool, bot, spider or script to access the Platform without InfraDBM's prior written consent;
(d) submit RFQs or QPRs that are not genuine procurement enquiries, or submit them solely for the purpose of gathering pricing intelligence without any genuine intention to purchase;
(e) provide inaccurate or misleading information in any RFQ, order or communication on the Platform;
(f) attempt to manipulate search results, rankings or recommendation algorithms;
(g) engage in any conduct that could harm InfraDBM's reputation or the integrity of the Platform; or
(h) use the Platform in any manner that infringes the rights of any third party or violates any applicable law.

7.3 When submitting an RFQ, you must:

(a) provide accurate and complete specifications, quantities and project requirements;
(b) act in good faith in evaluating supplier responses and completing any resulting Transaction; and
(c) close the RFQ on the Platform promptly if you no longer require the goods or services the subject of it.

8. ORDERS, CHECKOUT AND CONFIRMED PURCHASES

Placing an order

8.1 When you place an order through the Platform, either by completing checkout for a Buy Now purchase or by awarding a supplier Quote received in response to an RFQ, and accept the supplier's terms of sale, you make a binding commitment to purchase the relevant goods or services from the supplier (Confirmed Order). A Confirmed Order:

(a) does not require a separate Purchase Order from the Buyer, and any purchase order or standard terms you issue do not vary the Transaction unless the supplier agrees in writing through the Platform;
(b) constitutes a binding offer to purchase that the supplier may accept or reject in accordance with clauses 8.8 and 8.9; and
(c) may only be cancelled or amended in accordance with clause 8.12, subject to any rights you may have under applicable law including your Non-Excludable Rights.

8.2 Commitment to purchase replaces a purchase order. Before placing a Confirmed Order you must confirm on the Platform, by ticking a box, that you commit to purchase the goods or services and that you accept the supplier's terms of sale. You agree that this electronic confirmation has the same effect as a signed purchase order issued by you, and you will not dispute a Confirmed Order on the ground that it was made electronically or that no separate purchase order was issued. You cannot withdraw a Confirmed Order before the supplier accepts or declines it, except under clause 8.12(a).

8.3 Authority. A Confirmed Order placed by any of your Authorised Users binds you. You warrant that every Authorised User who places a Confirmed Order or awards a Quote is authorised to commit you to that purchase. Any internal approval limits or processes you set for your Authorised Users are your responsibility and do not affect a supplier's right to rely on a Confirmed Order.

8.4 Which terms of sale apply. If the supplier attaches terms of sale to its Quote, those terms apply. Otherwise, the terms of sale published on the supplier's storefront when you place the Confirmed Order apply. If the supplier has neither, InfraDBM's standard Terms and Conditions of Sale published on the Platform apply between you and the supplier. The payment terms stated in the supplier's Quote apply in place of the supplier's standard payment terms. The Platform links the applicable terms of sale next to the tick-box and on the order.

8.5 Record of the order. The Platform records who placed each Confirmed Order, when it was placed, what was ordered, and which terms of sale were accepted. You agree that this record is evidence of the Confirmed Order and of your acceptance of those terms, unless you show that it is wrong.

8.6 A response to a QPR, and a Cost Estimate, is indicative only and cannot be accepted as an order. To buy, you must convert the QPR into an RFQ, or use Buy Now, and place an order in accordance with this clause 8.

8.7 Each supplier's part of an order is a separate Transaction with that supplier. Where an order includes goods or services from more than one supplier, each supplier invoices you separately on its own terms.

Supplier acceptance and contract formation

8.8 A binding contract for the supply of goods or services between you and a supplier is formed when the supplier accepts your Confirmed Order through the Platform or otherwise expressly confirms acceptance referring to the Platform order.

8.9 Before accepting it, a supplier may decline your Confirmed Order. It must give a reason, which may include:

(a) a pricing error in the relevant product listing;
(b) the goods or services being unavailable or out of stock;
(c) the supplier's credit assessment of you (including any decision of its Credit Insurer under clause 10); or
(d) any other reason at the supplier's reasonable discretion.

8.10 If a supplier declines your Confirmed Order, the Platform will notify you and show the supplier's reason, and any payment you made for that order will be refunded in full to your original payment method. InfraDBM is not liable for a supplier's decision to decline an order.

Orders that exceed your Credit Terms

8.11 If an order would exceed the credit available to you under a supplier's Credit Terms, the Platform places that supplier's part of the order on hold. It does not proceed on Credit Terms until you pay for it upfront, your available credit is increased, or you cancel it. An order is not split between Credit Terms and upfront payment.

Cancellation and amendment

8.12 Subject to your Non-Excludable Rights and any supplier-specific terms:

(a) you may cancel a Confirmed Order through the Platform within 3 days after placing it, provided it has not been shipped and no payment has been made for it;
(b) after that, you may cancel or amend a Confirmed Order only with the supplier's approval, requested and given through the Platform;
(c) once a Confirmed Order has been shipped, it can only be reversed through a return under clause 9.4. A paid Confirmed Order that has not been shipped may be cancelled only with the supplier's approval, and everything you paid for it is then refunded to your original payment method;
(d) the supplier may impose reasonable conditions on any cancellation or amendment, including cancellation fees or restocking charges; and
(e) InfraDBM may assist in facilitating cancellation requests at its discretion but is not obligated to do so and is not responsible for a supplier's refusal to cancel or amend an order.

9. DELIVERY, CHARGES, RETURNS AND DISPUTES

9.1 Delivery and receipt. Goods may be delivered or collected, as stated in the order. When goods arrive or are collected, you must confirm receipt on the Platform or report an issue. If you do neither within 3 Business Days after the supplier records the delivery, the goods are recorded as received.

9.2 Recording goods as received means only that they have arrived. It is not contractual acceptance of the goods (for example, acceptance after installation, testing or energisation), and it does not affect your right to make a defect or warranty claim against the supplier or your Non-Excludable Rights.

9.3 Supplier-raised charges. A supplier may raise a charge after an order is placed (for example, a re-delivery fee after a failed delivery). The charge is sent to you on the Platform to accept or dispute. If you do not respond within 5 Business Days, after one notice and one reminder, the charge is recorded as accepted.

9.4 Returns. You may request a return through the Platform within 30 days after delivery. A later request may still be made, but whether to accept it is at the supplier's discretion. Every return must be approved by the supplier, which decides who pays return freight. For a change-of-mind return, the supplier may deduct the restocking fee published on its storefront. No restocking fee applies where the supplier is at fault. An approved return is resolved by a refund to your original payment method, a credit note, or a like-for-like replacement at no charge.

9.5 Disputes about an order. If there is a problem with an order or invoice (for example, goods not delivered, damaged or not as ordered), you must raise a dispute on the Platform, giving the reason, the details and the remedy you seek. Raising a dispute puts the affected order on hold until it is resolved. The supplier must respond within 5 Business Days. You must continue to pay any amounts that are not in dispute when they fall due. InfraDBM records disputes and keeps the audit trail, but does not decide them (see clause 13).

9.6 Platform Rules. InfraDBM may publish Platform Rules giving further detail on how orders, cancellations, delivery, supplier-raised charges, returns, refunds and disputes work. The Platform Rules form part of this Agreement. They apply between you and the supplier unless you have both expressly agreed otherwise in writing for a Transaction, and may be updated under clause 21.

10. CREDIT TERMS AND TRADE CREDIT INSURANCE

10.1 Paying upfront is the default. Unless a supplier has agreed Credit Terms with you, you must pay for an order in full when you place it.

10.2 Credit Terms. You may apply for Credit Terms with a supplier through that supplier's storefront on the Platform. Whether to grant Credit Terms, and their period and any credit limit, is the supplier's own decision and risk. The payment terms stated in a supplier Quote that you award apply to that Transaction.

10.3 Trade credit insurance. Some suppliers hold their own trade credit insurance policy with a Credit Insurer (currently Allianz Trade) covering amounts Buyers owe them. The policy is between the supplier and the Credit Insurer. InfraDBM is not the insurer, does not hold the policy, and does not arrange, explain or recommend insurance. The Platform provides a technology integration that passes information between the supplier, its Credit Insurer and the Platform.

10.4 Information sharing. You consent to InfraDBM and the supplier giving the supplier's Credit Insurer information about you and your Transactions with that supplier (including your business details, order and invoice amounts, due dates, payment history and any disputes) so that the Credit Insurer can set and monitor credit limits and manage claims. The Credit Insurer handles that information under its own privacy policy and terms.

10.5 Changes in credit. A Credit Insurer's decision about you may affect whether a supplier grants or continues Credit Terms and the credit available to you. If your creditworthiness or the credit available to you materially deteriorates before an invoice is issued, the supplier may change the payment terms for the part of the order not yet invoiced (for example, by requiring payment upfront, shortening terms or requiring a deposit). A supplier may still choose to extend Credit Terms at its own risk where insurance is not available.

10.6 Non-payment. If you do not pay an invoice when due, the supplier, and where the supplier holds a policy its Credit Insurer, may take steps to recover the debt, and the supplier may assign its rights to the Credit Insurer. While a report that you have not paid a supplier is being reviewed, InfraDBM may require you to pay upfront for new orders across the Platform.

10.7 InfraDBM is not responsible for any credit decision by a supplier or a Credit Insurer, or its consequences for your Transactions.

11. PAYMENTS AND FINANCIAL ARRANGEMENTS

Payment processing

11.1 Payments for Transactions facilitated by the Platform are processed by the Payment Services Provider (currently Stripe Payments Australia Pty Ltd). The supplier is the merchant of record for each Transaction, and your payment is made to the supplier's own account with the Payment Services Provider. InfraDBM facilitates the payment as the supplier's limited agent and does not hold your funds. Payments are made in Australian dollars, by card or PayTo (direct from your bank account), or by any other method the Platform offers.

11.2 When you make a payment on the Platform, you authorise the Payment Services Provider to charge the payment method you choose for:

(a) the amount of the order or invoice you are paying, as shown at the time of payment; and
(b) any applicable taxes, delivery charges and other amounts disclosed at that time.

11.3 Payment falls due as follows:

(a) for an order paid upfront (including Buy Now without Credit Terms), in full at checkout, before the supplier accepts the order;
(b) where a Quote includes payment milestones, a deposit milestone is invoiced when the order is placed and each other milestone when it is reached, with all freight invoiced on the delivery milestone; and
(c) on Credit Terms, the invoice is issued when the goods are shipped, and the payment period runs from the invoice date.

11.4 InfraDBM does not store raw card or banking credentials. Payment information is held and processed by the Payment Services Provider in accordance with the PSP Terms. By using the Platform, you acknowledge and agree to comply with the PSP Terms to the extent applicable to your use.

Invoices

11.5 The Platform prepares and issues tax invoices, credit notes and payment reminders in the supplier's name and on its behalf. Each supplier invoices you separately. The supplier is responsible for the content of its invoices and for GST on its supplies.

11.6 You must pay each invoice through the Platform by its due date. An issued invoice cannot simply be cancelled: if it needs correcting, the supplier will cancel and reissue it (if unpaid) or issue a credit note (if paid).

11.7 You must not pay a supplier outside the Platform for a Platform-initiated Transaction. If you do so by mistake, you must tell InfraDBM promptly. The invoice will be recorded as paid on the Platform only once the direct payment has been declared and processed in accordance with the Platform Rules.

Refunds

11.8 Refund eligibility is determined by the relevant supplier's terms and any applicable laws (including your Non-Excludable Rights). InfraDBM may facilitate refund processing through the Platform at the supplier's direction but is not obligated to issue refunds where the relevant supplier disputes the claim or has not authorised the refund. Approved refunds are paid to your original payment method.

11.9 InfraDBM does not charge Buyers any fee to use the Platform.

Chargebacks

11.10 You must attempt to resolve any dispute regarding a Transaction by raising a dispute on the Platform under clause 9.5 before initiating a chargeback or payment dispute with your bank or card issuer.

11.11 If you file an unjustified or premature chargeback in relation to a Transaction:

(a) InfraDBM may suspend or terminate your access to the Platform pending investigation;
(b) InfraDBM may recover from you any fees, costs or lost commission that InfraDBM incurs as a result; and
(c) InfraDBM may deny you future access to the Platform.

Payment liability

11.12 InfraDBM is not liable for payment failures, processing errors or delays caused by the Payment Services Provider, your bank or card issuer, or any third-party financial infrastructure, except to the extent caused by InfraDBM's fraud or wilful misconduct.

11.13 You are responsible for all applicable taxes, duties and charges in connection with your purchases through the Platform. Prices on the Platform are shown excluding GST, with GST shown separately.

12. ANTI-CIRCUMVENTION

12.1 Every Platform-initiated Transaction must be completed, and paid for, through the Platform, unless InfraDBM gives prior written approval.

12.2 A Platform-initiated Transaction is a Transaction with a supplier that arises from any of the following made through the Platform:

(a) you send the supplier an RFQ or QPR, or the supplier gives you a Quote or other response;
(b) you and the supplier exchange an enquiry or messages about particular goods or services; or
(c) you place a Confirmed Order with the supplier (including through Buy Now).

12.3 In relation to a Platform-initiated Transaction, you must not:

(a) complete or pay for it directly with the supplier, or with any related entity of the supplier, other than through the Platform;
(b) solicit or encourage the relevant supplier to complete it outside the Platform; or
(c) structure any Transaction to avoid the payment of fees or commissions to InfraDBM.

12.4 This clause applies only to Platform-initiated Transactions. It does not restrict your other dealings with a supplier, including under a relationship you had with that supplier before using the Platform.

12.5 Where InfraDBM reasonably determines that a circumvention has occurred, InfraDBM may:

(a) suspend or terminate your access to the Platform immediately;
(b) recover from you, as a debt, the commission InfraDBM would have received had the Transaction been completed through the Platform, to the extent the supplier has not paid it; and
(c) take such other steps as are reasonably necessary to protect its commercial interests.

13. MARKETPLACE AGENCY AND SUPPLIER RELATIONSHIPS

13.1 Transactions occur directly between you and the relevant supplier. InfraDBM acts only as a platform provider and limited commercial agent facilitating introductions and Transactions.

13.2 The supplier's own sale terms apply to each Transaction and prevail over these terms to the extent of any inconsistency, except where those terms conflict with InfraDBM's rights under this Agreement or the supplier's obligations to InfraDBM. The supplier's terms of sale are made available to you on the supplier's profile on the Platform, or provided to you as part of a negotiated RFQ, and by placing a Confirmed Order you agree to the relevant supplier's terms of sale. The Platform Rules apply to each Transaction unless you and the supplier have expressly agreed otherwise in writing for that Transaction.

13.3 InfraDBM may, at its discretion, provide messaging tools, order records and references to facilitate dispute resolution between you and a supplier, but:

(a) InfraDBM has no obligation to resolve disputes between Buyers and suppliers;
(b) InfraDBM does not adjudicate, arbitrate or make binding determinations in relation to supply disputes; and
(c) your primary recourse for any supply issue is against the relevant supplier directly.

13.4 InfraDBM is not responsible for and expressly disclaims liability for:

(a) a supplier's failure to supply goods or services;
(b) late, incomplete or non-delivery of orders;
(c) product defects, non-compliance with specifications or warranty claims;
(d) the supplier's financial solvency or ability to perform; or
(e) the supplier's compliance with applicable laws, standards or certifications.

13.5 supplier information displayed on the Platform, including product descriptions, certifications and compliance statements, is provided by suppliers and not independently verified by InfraDBM. You must rely on your own due diligence when assessing supplier capability and product suitability.

14. PLATFORM DATA AND TRANSACTION INFORMATION

14.1 InfraDBM may collect and use data arising from your use of the Platform, including RFQ data, Transaction history, pricing trends and product demand patterns, for purposes including:

(a) platform analytics and improvement;
(b) market intelligence and pricing insights; and
(c) operational and strategic planning.

14.2 For the purposes in (b) and (c) above, InfraDBM will use such data only in aggregated, anonymised or de-identified form and will not disclose data in a manner that identifies you or any individual supplier to a third party without consent. This does not limit InfraDBM's use of data to operate the Platform, carry out Transactions and comply with law.

14.3 Aggregated pricing insights. Prices in supplier Quotes you receive may be combined with pricing from other Transactions to produce indicative price ranges for Cost Estimates. A range is only produced from data at least 90 days old that comes from several different suppliers, and no individual price, Buyer or supplier can be identified from it.

14.4 Supplier performance. InfraDBM may use Transaction data, including your feedback and your reasons for not selecting a supplier, to measure supplier performance and to rank and match suppliers to your requests. These scores and reasons are InfraDBM's confidential information and are not shown to suppliers.

14.5 Buyers acknowledge that suppliers may pay platform fees or commissions to InfraDBM in connection with Transactions, and that such fees may be reflected in supplier pricing. Buyers must not request or encourage suppliers to remove or reduce platform fees by transacting off-platform.

15. AI-ASSISTED FEATURES

15.1 The Platform uses a third-party AI service provider (currently Anthropic, located in the United States) for some features, including AI Search, Cost Estimates and turning lists or documents you upload into requests.

15.2 Cost Estimates and other AI-generated outputs are indicative only. They are not supplier Quotes, offers or prices. They are not engineering, technical or procurement advice, and may be inaccurate or incomplete. You must check any output, including specifications, quantities and references to network or technical standards, before relying on it or sending it to suppliers.

15.3 When you use an AI-assisted feature, the text and documents you submit are sent to the AI service provider to produce the output. The provider is contractually prohibited from training its models on that content. Any retention by the provider is governed by its data processing terms. You should not include personal information in AI inputs unless it is necessary.

15.4 To the maximum extent permitted by law, InfraDBM is not liable for any loss arising from your reliance on a Cost Estimate or other AI-generated output.

16. INTELLECTUAL PROPERTY

16.1 InfraDBM owns or licences all intellectual property rights in the Platform, including its content, design, user interface, databases, software, trade marks and underlying systems.

16.2 You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purpose of sourcing and purchasing goods and services in accordance with this Agreement.

16.3 You must not:

(a) copy, reproduce, republish, adapt or redistribute any part of the Platform or its content without InfraDBM's prior written consent;
(b) use InfraDBM's trade marks, branding or logo without prior written consent; or
(c) use any Content obtained through the Platform for any commercial purpose other than your own procurement and project planning (including preparing tenders and bids) and completing Transactions through the Platform.

17. DATA, PRIVACY AND SECURITY

17.1 Both Parties must comply with Australian privacy law, including the Privacy Act 1988 (Cth), in relation to any personal information handled under this Agreement.

17.2 InfraDBM's privacy policy (as amended from time to time) is published on the Platform and forms part of this Agreement. It describes how InfraDBM collects, uses, discloses and protects personal information in connection with the Platform and Transactions. By using the Platform, you consent to InfraDBM handling personal information in accordance with that privacy policy.

17.3 Information shared with suppliers. When you send an RFQ or QPR, your organisation name and the project and request details are shared with the suppliers you invite. A supplier may have to register and accept InfraDBM's supplier terms before it can see your organisation's identity. An invited supplier may forward your request to a channel partner (such as a distributor or manufacturer) to help it respond, under confidentiality obligations in the supplier terms. Your project budget and project manager contact details are not shared with suppliers.

17.4 InfraDBM access and record keeping. InfraDBM personnel may access your account, content and Platform messages to provide support, moderate content, investigate suspected breaches of this Agreement (including circumvention), comply with law and keep the Platform secure. InfraDBM keeps records of Transactions (including requests, Quotes, orders, invoices and messages) after a Transaction ends and after termination, for as long as needed for legal, tax, audit, insurance-claim and dispute purposes.

17.5 InfraDBM implements reasonable administrative, technical and organisational safeguards to protect data. You acknowledge that no system is completely secure and that, subject to your Non-Excludable Rights, InfraDBM does not guarantee prevention of unauthorised access, loss or misuse of data.

18. INDEMNITIES

18.1 You indemnify InfraDBM against all claims, losses, liabilities, penalties and costs (including reasonable legal costs on a solicitor-client basis) arising from:

(a) your breach of this Agreement;
(b) your misuse of the Platform, including any breach of the acceptable use obligations in clause 7;
(c) any circumvention activity in breach of clause 12;
(d) any unjustified chargeback or payment dispute initiated by you;
(e) any unlawful use of Confidential Information or supplier data obtained through the Platform; and
(f) any third-party claim arising from your conduct in connection with a Transaction,

18.2 except to the extent caused by InfraDBM's fraud or wilful misconduct.

19. LIMITATION OF LIABILITY

19.1 Nothing in this Agreement excludes, restricts or modifies any Non-Excludable Rights.

19.2 Subject to clause 19.1 and to the maximum extent permitted by law:

(a) all implied conditions, warranties and guarantees (other than Non-Excludable Rights) are excluded;
(b) InfraDBM's aggregate liability to you for all claims arising out of or in connection with this Agreement (whether in contract, tort, statute or otherwise) is capped at the greater of A$5,000 and the total fees (if any) paid by you to InfraDBM in the 12-month period immediately preceding the event giving rise to the first such claim; and
(c) InfraDBM is not liable for any indirect, special or consequential loss, or any loss of profit, revenue, opportunity or data, even if such loss was foreseeable.

19.3 For the avoidance of doubt, InfraDBM has no liability to you for any loss arising from:

(a) a supplier's failure to supply, delay in supply, or supply of defective goods or services;
(b) inaccurate or incomplete Content provided by a supplier;
(c) any credit decision by a supplier or Credit Insurer under clause 10; or
(d) payment failures caused by the Payment Services Provider.

19.4 The cap and exclusions in this clause do not apply to liability for Non-Excludable Rights or for InfraDBM's fraud or wilful misconduct, to the extent such liability cannot lawfully be limited.

20. SUSPENSION AND TERMINATION

20.1 InfraDBM may suspend or terminate your access to the Platform immediately where, acting reasonably, InfraDBM determines that continued access poses legal, financial, security, safety or reputational risk, including where:

(a) you breach any provision of this Agreement;
(b) InfraDBM suspects fraud, circumvention or misuse of the Platform;
(c) you initiate an unjustified chargeback;
(d) you fail to pay any amounts owed in connection with a Transaction or under this Agreement; or
(e) InfraDBM is required to do so by law or regulatory requirement.

20.2 Either Party may terminate this Agreement on 30 days' written notice to the other Party.

20.3 Termination does not affect:

(a) existing Transactions accepted before termination, which must be honoured; or
(b) any accrued rights and obligations, including payment obligations and the anti-circumvention obligations in clause 12, which survive termination.

21. CHANGES TO TERMS

21.1 InfraDBM may amend this Agreement from time to time to reflect legal, regulatory, commercial or operational requirements. Changes take effect when published on the Platform, unless a later effective date is stated.

21.2 Where changes are material and adverse to you, InfraDBM will provide reasonable prior notice via email or Platform notification. If you do not agree to a materially adverse change, you may terminate this Agreement by written notice to InfraDBM before the change takes effect. Continued use of the Platform after the effective date constitutes acceptance of the updated terms.

22. EXPORT CONTROLS AND TRADE COMPLIANCE

22.1 You must comply with all applicable export, import, customs, sanctions and trade laws and regulations in connection with any goods or services purchased through the Platform.

22.2 If you export, re-export, import, resell or otherwise transfer any goods or services purchased through the Platform, you are solely responsible for obtaining and maintaining all required licences, permits and authorisations.

23. DISPUTE RESOLUTION

23.1 If a dispute arises out of or in connection with this Agreement between InfraDBM and you, a Party must not commence court or arbitration proceedings (except for urgent interlocutory relief) unless it has first complied with this clause.

23.2 The Parties must meet (in person or via video conference) and use reasonable efforts to resolve the dispute in good faith within 20 Business Days of written notice of the dispute.

23.3 If the dispute is not resolved within that period, the Parties must refer it to mediation in Sydney, New South Wales, administered by a nationally recognised mediation body on its standard mediation terms.

23.4 If the dispute is not resolved within 30 days after appointment of a mediator, either Party may commence court proceedings.

24. GOVERNING LAW

24.1 This Agreement is governed by the laws of New South Wales, Australia. The Parties submit to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia sitting in New South Wales.

25. GENERAL

Entire Agreement

25.1 This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior discussions, negotiations, understandings and agreements.

Variation

25.2 Subject to clause 21, any variation to this Agreement must be in writing and signed or accepted by both Parties (which may include acceptance via electronic means made available on the Platform).

Assignment

25.3 You must not assign, transfer or subcontract your rights or obligations under this Agreement without InfraDBM's prior written consent (not to be unreasonably withheld). InfraDBM may assign or novate this Agreement to a related body corporate or a purchaser of its business by notice to you.

Severability

25.4 If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision is severed and the remainder of the Agreement continues in full force to the maximum extent permitted by law.

Counterparts

25.5 This Agreement may be executed in any number of counterparts. All counterparts together constitute one instrument, and each counterpart is deemed an original. Execution and exchange by electronic means (including electronic signature and click-through acceptance on the Platform) are acceptable and binding.

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