Supplier Terms of Service

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

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

Effective for each Supplier from the date the Supplier accepts these Terms electronically or signs them, as applicable.

Supplier Terms – Quick Summary

This summary is provided to make the key commercial terms easy to understand. It does not replace the full Terms below, which form the Agreement.

1. Who can use InfraDBM?

InfraDBM is a business-to-business platform. Suppliers must be legitimate Australian businesses, authorised to offer their goods or services and comply with applicable laws, standards and regulatory requirements. InfraDBM undertakes reasonable business verification checks when onboarding Buyers to help confirm their identity and legitimacy, but those checks are not a guarantee of creditworthiness or performance.

2. What does InfraDBM do?

InfraDBM provides the digital platform that connects Suppliers with Buyers and facilitates enquiries, RFQs, quotations, orders, payments and related procurement activity. InfraDBM is not the seller, distributor or merchant of record. The Supplier remains the seller and contracts directly with the Buyer.

3. What happens when Buyer information is revealed?

Buyer or project information may initially be limited or withheld. Once a Supplier accepts these Terms, InfraDBM may reveal additional Buyer and enquiry information. That information may only be used for legitimate Platform Transactions and related customer service, and must not be used to circumvent the Platform or avoid Fees.

4. How do Transactions and payments work?

The Supplier controls its pricing, quotations and commercial terms with the Buyer. Payments made through the Platform are processed by Stripe (or another Payment Services Provider) directly to the Supplier’s connected account. The Supplier pays the payment processing charges applying to its connected account and is responsible for fulfilment, invoicing, taxes, refunds, payment disputes and chargebacks.

5. What does InfraDBM get paid?

The Supplier pays the Fees in its Schedule of Fees. Commission is calculated using the Supplier’s agreed Commission Rate against the Commissionable Amount and is generally collected automatically when Buyer payment is processed. All InfraDBM Fees and Commission are inclusive of GST.

6. What about trade credit insurance?

Trade credit insurance is optional and arranged independently by the Supplier with its insurer. InfraDBM currently provides a technology integration with Allianz Trade for Suppliers who independently hold an Allianz Trade policy. InfraDBM does not provide, recommend or arrange the insurance.

7. Who is responsible if something goes wrong?

The Supplier is responsible for the goods and services it sells, including quality, safety, compliance, delivery, warranties and its obligations to Buyers. The Supplier is also responsible for refunds, payment disputes and chargebacks relating to its Transactions. InfraDBM remains responsible for its own obligations and any liability that cannot lawfully be excluded.

8. How can the Terms be accepted or ended?

These Terms can be accepted electronically through the Platform or signed as an agreement. Either Party may generally terminate on 30 days’ written notice. Existing Transactions and Fees already incurred remain payable or must be completed.

Important: By clicking “I accept the Supplier Terms” or signing this document, you agree to the full Terms below, including the Schedule of Fees.

PARTIES AND AGREEMENT

(a) InfraDBM is ICI Group Pty Ltd (ACN 103 457 316, ABN 73 103 457 316), trading as InfraDBM.

(b) The Supplier is the business identified in the Supplier’s Platform account, onboarding record or execution block.

(c) These Supplier Terms of Service, including Attachment A and any policies expressly incorporated by reference, form the Agreement between InfraDBM and the Supplier.

(d) The Agreement is formed and becomes binding when the Supplier either: (i) clicks or otherwise electronically confirms acceptance of these Terms through the Platform and InfraDBM permits the Supplier to access the relevant Supplier functionality or Buyer information; or (ii) signs this document. Where signed by both Parties, the date of the last signature is the Effective Date.

(e) A person accepting or signing these Terms for a Supplier warrants that they are authorised to bind that Supplier. Electronic acceptance, electronic signatures and counterparts are valid and binding to the extent permitted by law.

1. DEFINITIONS AND INTERPRETATION

Agreement means these Supplier Terms of Service, including Attachment A and any policies expressly incorporated by reference, as amended in accordance with clause 14.

Buyer means a business or authorised user that purchases or seeks to purchase goods or services through the Platform.

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

Commission means the GST-inclusive fee payable by the Supplier to InfraDBM for a Transaction, calculated by applying the Commission Rate to the Commissionable Amount.

Commission Rate means the low, Supplier-specific percentage stated in Attachment A and agreed with InfraDBM before activation.

Commissionable Amount means the total amount payable by the Buyer to the Supplier for the goods and services supplied in a Transaction, including GST, but excluding: (a) any freight, delivery or shipping charge (and the GST attributable to that charge) shown as a separate line item in the quotation, order or invoice; and (b) payment processing charges imposed by the Payment Services Provider.

Commission Trigger means, for each amount payable for a Platform-initiated Transaction, the earlier of: (a) the time the Buyer’s payment is successfully processed or captured by the Payment Services Provider; and (b) the time the Supplier receives that amount by any other payment method.

Content means information, data, specifications, pricing, lead times, certifications, warranties, images, documents and other materials supplied by or on behalf of a Supplier.

Fees means all onboarding, subscription, Commission, advertising and other charges payable to InfraDBM under this Agreement and Attachment A. All Fees are inclusive of GST.

Non-Excludable Rights means rights, remedies, guarantees or warranties that cannot lawfully be excluded or limited, including under the Australian Consumer Law.

Payment Services Provider means Stripe Payments Australia Pty Ltd and its related bodies corporate, or any replacement or additional payment services provider notified by InfraDBM.

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

Platform Rules means the operational rules in Schedule 1, as updated in accordance with clause 14, governing the workflow and administration of Transactions through the Platform.

PSP Terms means the terms, requirements and restrictions applying to the Supplier’s connected payment account and use of the Payment Services Provider.

Supplier means the supplier, service provider or seller registered and approved to use the Platform.

Transaction means an enquiry, RFQ, quotation, order or other interaction initiated or conducted through the Platform relating to the supply of goods or services between a Supplier and Buyer.

Headings are for convenience only. The singular includes the plural and vice versa.

2. ROLE OF INFRADBM

(a) InfraDBM operates a business-to-business digital platform that facilitates introductions, enquiries, RFQs, quotations, ordering, payments and Transactions between Suppliers and Buyers. InfraDBM undertakes reasonable business verification checks when onboarding Buyers to help confirm their identity and legitimacy. Those checks are risk-based and do not constitute a guarantee of a Buyer’s creditworthiness, solvency, authority, conduct or ability to perform a Transaction.

(b) InfraDBM is a marketplace facilitator. To the extent InfraDBM acts as the Supplier’s agent, it does so only for the limited purposes expressly authorised by this Agreement, including preparing and sending Transaction documents under clause 5A and facilitating the collection of Fees through the Payment Services Provider. InfraDBM has no authority to bind the Supplier to a sale, vary the Supplier’s commercial terms, or act as the Supplier’s general agent.

(c) Contracts for goods or services are formed directly between the Supplier and Buyer. InfraDBM does not take title to goods, provide Buyer credit, operate a trust or escrow account, or independently process payments.

(d) The Platform is provided on an “as is” and “as available” basis. InfraDBM may reasonably maintain, modify, restrict or suspend Platform functionality for operational, security or legal reasons and does not guarantee uninterrupted or error-free availability, subject to Non-Excludable Rights.

3. SUPPLIER ELIGIBILITY, CONTENT AND COMPLIANCE

(a) The Supplier warrants that it is a legally registered Australian business with a valid ABN, is authorised to use the Platform, and will keep its account and business information accurate and current.

(b) The Supplier is responsible for all Content, pricing, specifications, availability, lead times, warranties and commercial terms it provides. InfraDBM may rely on that information and is not required to independently verify it.

(c) The Supplier must ensure that its goods and services comply with applicable laws, Australian Standards, licences, certifications and regulatory requirements, and must not offer goods or services that are illegal, counterfeit, stolen, falsely labelled or infringe third-party rights.

(d) For safety-critical or regulated goods, InfraDBM may reasonably request proportionate evidence of compliance, such as certificates, technical data or test reports. InfraDBM does not certify or endorse the goods or services.

(e) The Supplier must maintain any insurance required by law and insurance reasonably appropriate to the nature of the goods or services it supplies, and provide reasonable evidence of that insurance if requested.

(f) If the Supplier becomes aware of a product recall, safety notice or serious safety incident affecting goods supplied through the Platform, it must promptly notify InfraDBM and affected Buyers and reasonably cooperate with appropriate remedial action.

(g) The Supplier must keep its Platform login credentials secure and promptly notify InfraDBM of suspected unauthorised access. The Supplier is responsible for the acts and omissions of each person it authorises to use its account. The Supplier may assign Platform roles to its users. Only a user with an Owner or Admin role may accept this Agreement, change bank or payout details, or agree to financial terms on the Supplier’s behalf.

4. BUYER INFORMATION, CONFIDENTIALITY AND ANTI-CIRCUMVENTION

(a) InfraDBM may initially limit or withhold Buyer identity, contact details or project information. Acceptance of this Agreement may be required before additional Buyer information is revealed.

(b) Buyer information obtained through the Platform may only be used to assess, quote, fulfil and support Platform Transactions and for reasonable after-sales, warranty or product-safety communications.

(c) The Supplier must not use Buyer information obtained through InfraDBM for unrelated unsolicited marketing unless the Buyer has expressly opted in, or sell, rent or disclose that information to third parties for independent marketing or solicitation.

(d) The Supplier must not directly or indirectly solicit or encourage a Buyer to complete a Platform-initiated Transaction outside the Platform, structure a Transaction to avoid Fees, or otherwise use information obtained through InfraDBM to circumvent InfraDBM.

(e) A Platform-initiated Transaction must be completed through the Platform unless InfraDBM gives prior written approval. The obligation to pay applicable Fees survives suspension or termination where the Transaction was initiated or accepted before termination.

(f) The Supplier may forward a Buyer invitation to a channel partner, such as a distributor or manufacturer, solely to assist in preparing a response to that invitation. The Supplier must ensure the channel partner uses Buyer information only for that purpose and complies with clauses 4(b) to 4(e) as if it were the Supplier. The Supplier is responsible for the channel partner’s use or disclosure of that information.

5. ORDERS AND CONTRACTS WITH BUYERS

(a) A binding contract between a Supplier and Buyer is formed when the Supplier accepts the relevant order, RFQ response or other offer through the Platform, or otherwise expressly confirms acceptance by reference to the Platform Transaction.

(b) The contract between the Supplier and Buyer for a Transaction comprises, to the extent applicable: (i) any bespoke written agreement between them expressly governing that Transaction; (ii) the Platform order, RFQ response, acceptance or confirmation, including commercial terms displayed on the Platform; (iii) any scope of work, statement of work or quotation that expressly refers to the relevant Platform Transaction; and (iv) the Buyer’s purchase order standard terms, to the extent they do not conflict with items (i) to (iii).

(c) To the extent of any inconsistency between those documents, they apply in the order of precedence set out in clause 5(b), unless the Supplier and Buyer expressly agree otherwise in writing.

(d) The Supplier and Buyer are responsible for their own commercial terms, including pricing, delivery, warranties, payment terms and agreed milestones.

(e) Subject to the Platform Rules and applicable law, disputes, cancellations, returns, warranties and other supply-side matters are between the Supplier and Buyer. InfraDBM may provide Platform records or administrative assistance but does not adjudicate those disputes unless required by law.

5A. DOCUMENTS ISSUED ON THE SUPPLIER’S BEHALF

(a) The Supplier appoints and authorises InfraDBM, as its limited agent, to prepare, issue and send in the Supplier’s name and on its behalf tax invoices, adjustment notes, credit notes, delivery documents, statements and payment reminders for Transactions, using information supplied or approved by the Supplier and Platform records.

(b) The Supplier remains the supplier of the goods or services for GST purposes and is responsible for the accuracy and currency of its legal name, ABN, GST registration status, pricing, GST treatment and other information used in those documents, and for reporting and remitting GST on its supplies. The Supplier must not issue a duplicate tax invoice for the same taxable supply where InfraDBM has issued one on its behalf, except where required to correct or replace the document in accordance with applicable GST law.

InfraDBM will issue the Supplier a tax invoice for its Fees and Commission. Commission deducted from Buyer payments during a calendar month is set out in a single monthly tax invoice issued by InfraDBM (ICI Group Pty Ltd) on the first day of the following month. That invoice identifies the GST included and records that the Commission was deducted at the time each Buyer payment was processed, so that no further amount is payable on it. It is intended to meet the tax invoice requirements of the A New Tax System (Goods and Services Tax) Act 1999 (Cth) so that the Supplier can claim any input tax credits to which it is entitled. Commission payable on a payment received outside the Platform under clause 7(g) is invoiced separately and is not included on the monthly tax invoice.

5B. PLATFORM RULES

(a) Transactions conducted through the Platform are subject to the Platform Rules in Schedule 1, including rules about invitations, quotations, order cancellation, invoicing, payment, delivery confirmation, Supplier-raised charges, returns, refunds and disputes.

(b) The Platform Rules apply between the Supplier and Buyer unless they expressly agree otherwise in writing for a particular Transaction. For Platform workflow matters, the Platform Rules prevail over the Buyer’s purchase order standard terms. They do not override a bespoke written agreement that expressly governs the relevant matter, any Non-Excludable Rights, or applicable law.

6. PAYMENTS

(a) Payments made through the Platform are processed using the Payment Services Provider, currently Stripe Connect. The Supplier may participate in RFQs and submit quotations before establishing a connected payment account, but must establish and maintain an eligible connected payment account and comply with the PSP Terms before accepting any order or payment through the Platform or publishing a Buy Now product.

(b) Buyer payments are processed directly to the Supplier’s connected payment account. InfraDBM does not receive or hold the gross proceeds of a Transaction on behalf of the Supplier or Buyer.

(c) The Supplier is responsible for all payment processing fees, card fees, bank charges and other charges imposed by the Payment Services Provider in connection with the Supplier’s connected account or Transactions. Those charges are separate from the Fees payable to InfraDBM.

(d) The Supplier authorises the Payment Services Provider to deduct or collect the applicable Commission and any other amounts authorised under this Agreement and remit them to InfraDBM as an application fee, platform fee or equivalent mechanism.

(e) The Supplier is responsible for its connected account, payout settings, nominated bank account, reserves, holds, negative balances, refunds, payment disputes, chargebacks and reversals attributable to its Transactions, except to the extent directly caused by InfraDBM’s fraud or wilful misconduct.

(f) Payment processing and settlement are subject to the PSP Terms and applicable banking and card-scheme rules. InfraDBM does not determine the outcome of payment disputes or chargebacks.

7. FEES, COMMISSION AND REFUNDS

(a) The Supplier must pay the Fees set out in Attachment A. All Fees are inclusive of GST.

(b) For each Transaction, Commission is calculated by applying the Commission Rate to the Commissionable Amount. The Commissionable Amount includes GST charged to the Buyer on the goods and services, but excludes separately itemised freight, delivery or shipping charges and the GST attributable to those charges. The resulting Commission is inclusive of GST.

(c) Commission accrues on each Commission Trigger and may be collected automatically through the Payment Services Provider. If Commission cannot be collected that way, InfraDBM may invoice the Supplier. The invoice is payable within 30 days.

(d) The Supplier determines whether a Buyer is entitled to a refund or cancellation in accordance with the Platform Rules, its terms with the Buyer and applicable law. If the Supplier approves a full or partial refund, InfraDBM will refund, credit or otherwise adjust the corresponding Commission attributable to the refunded amount, subject to Payment Services Provider functionality. InfraDBM may review refunds processed through the Platform and, where it reasonably suspects a refund has been used to avoid Fees, may treat the reversed Commission as payable. If the Supplier declines an order before accepting it and the Buyer’s payment is refunded, the Commission on that payment is reversed in full.

(e) A chargeback or payment dispute does not itself constitute an approved refund. If it is finally resolved against the Supplier and the underlying Transaction is reversed, InfraDBM will adjust the Commission attributable to the reversed amount.

(f) The Supplier must promptly tell InfraDBM about any refund, cancellation or Transaction adjustment not processed through the Platform where it affects Commission.

(g) If the Supplier receives payment for a Platform-initiated Transaction other than through the Platform, including by direct bank transfer, whether by mistake or otherwise, the Supplier must: (i) notify InfraDBM through the Platform within 5 Business Days after receipt, identifying the Transaction, amount and date received; and (ii) pay the Commission on that amount within 14 days after InfraDBM issues its tax invoice. Once the Commission is paid, InfraDBM may record the relevant invoice as paid on the Platform with the payment method and date. This clause does not authorise the Supplier to solicit or accept payment outside the Platform, and clause 4(d) continues to apply.

8. SUPPLIER TRADE CREDIT INSURANCE

(a) The Supplier may independently obtain trade credit insurance from Allianz Trade or another insurer. Any policy is a separate agreement between the Supplier and its insurer. InfraDBM does not arrange, issue, sell, recommend or procure that insurance and is not the policyholder, insured party or beneficiary.

(b) InfraDBM currently provides a technology and administrative integration with Allianz Trade for Suppliers that independently hold an Allianz Trade policy. Equivalent Platform integration may not be available for other insurers.

(c) If the Supplier elects to use the Allianz Trade integration, it authorises InfraDBM to transmit and receive Transaction, invoice, Buyer, credit, payment, delivery and related information reasonably required to provide that functionality, subject to applicable law and the Supplier’s insurer arrangements.

(d) The Supplier remains solely responsible for selecting Transactions or invoices it wishes to manage under its policy, complying with policy requirements, managing claims and determining whether insurance is appropriate. Any insurance status, credit limit, shield or indicator displayed on the Platform reflects information received from the Supplier or Allianz Trade and is not a guarantee by InfraDBM that cover exists or a claim will be paid.

(e) InfraDBM does not acquire any ownership or beneficial interest in an invoice, debt or insurance proceeds because a Transaction is managed through the integration.

(f) Any information about an insurance product, its terms, cost, cover or suitability must be obtained from the insurer or an appropriately authorised adviser. InfraDBM does not explain, compare or recommend insurance products or provide financial product advice.

9. VERIFICATION OF TRANSACTIONS

(a) Where InfraDBM reasonably suspects circumvention, under-reporting of Transaction value or non-payment of Fees, InfraDBM may make reasonable enquiries to verify whether a Transaction was completed and its value, including requesting confirmation from the Supplier or relevant Buyer.

(b) On reasonable notice, the Supplier must provide proportionate supporting information for a specific identified Transaction, which may include a redacted invoice, purchase order, sales order, a certificate from a director or senior officer, or confirmation from the Supplier’s external accountant or auditor.

(c) InfraDBM’s verification right is limited to confirming compliance with this Agreement, including payment of Fees and the anti-circumvention obligations, and does not give InfraDBM direct access to the Supplier’s internal systems, ERP or general accounting records.

10. INTELLECTUAL PROPERTY, SUPPLIER DATA, PRIVACY AND PLATFORM FEATURES

(a) Each Party retains ownership of its pre-existing intellectual property. The Supplier retains ownership of its Content and associated intellectual property rights.

(b) By providing Content to the Platform, the Supplier grants InfraDBM a worldwide, royalty-free, non-exclusive and sub-licensable licence for the term of this Agreement to host, reproduce, store, modify, reformat, index, analyse and otherwise use the Content as reasonably necessary for InfraDBM and its service providers to operate, maintain, promote and improve the Platform and facilitate Transactions, including creating and displaying thumbnails, previews and other derivative formats and using the Supplier’s business name, trade marks and product imagery in on-Platform marketing and Platform-branded communications to Buyers.

(c) The licence in clause 10(b) does not permit InfraDBM to use the Supplier’s trade marks in standalone off-Platform advertising that presents the Supplier as endorsing InfraDBM unless separately agreed in writing.

(d) InfraDBM may generate and use aggregated, anonymised or de-identified data derived from Transactions and Content for analytics, benchmarking, reporting and improvement of the Platform, provided that the data does not identify the Supplier or any Buyer.

(e) The Supplier warrants that it has the rights required to provide its Content and that InfraDBM’s permitted use of that Content will not infringe third-party rights.

(f) InfraDBM owns the Platform, its software, workflows, branding, design, user interface, databases and other intellectual property created independently of Supplier Content. The Supplier must not copy, reverse-engineer or republish InfraDBM’s content, user interface, databases or underlying systems for commercial use.

(g) Each Party must comply with applicable privacy laws in relation to personal information it handles. InfraDBM’s handling of personal information is also governed by its Privacy Policy.

(h) Each Party must use reasonable administrative, technical and organisational safeguards appropriate to its role to protect systems and data under its control against unauthorised access, loss, misuse or cyber threats. No system can be guaranteed to be completely secure.

(i) The Supplier must keep its Platform credentials secure, promptly notify InfraDBM of suspected unauthorised access, and must not introduce malicious code, interfere with Platform security or attempt to gain unauthorised access to the Platform or data.

10A. SUPPLIER DATA AND CONFIDENTIALITY

(a) The Supplier owns its non-public catalogue data, pricing, lead times and uploaded documents (Supplier Data). InfraDBM may hold and process Supplier Data as a custodian and service provider to operate, secure, support and improve the Platform and exercise its rights under this Agreement.

(b) InfraDBM will keep the Supplier’s non-public pricing, lead times and quotations confidential and will not disclose them to another Supplier or to a Buyer other than the Buyer to whom the Supplier quoted or elected to make them visible, except with the Supplier’s consent, as permitted by this Agreement, or as required by law.

(c) InfraDBM will use reasonable technical and organisational measures to segregate each Supplier’s non-public Supplier Data from other Suppliers and will not make that data available to or searchable by another Supplier.

(d) Products and product information are visible to Buyers only when and to the extent published or otherwise made visible by the Supplier using the applicable Platform visibility settings.

(e) On termination, the Supplier may request an export of its catalogue data in a format reasonably available through the Platform and may request deletion of its catalogue data and uploaded files, subject to reasonable technical limitations and InfraDBM’s right or obligation to retain Transaction records, backups and other information for legal, tax, audit, insurance, security, dispute-resolution and compliance purposes, including verification of this Agreement.

10B. AGGREGATED PRICING INSIGHTS

(a) InfraDBM may use historical pricing from quotations and catalogues, only in aggregated and de-identified form, to produce indicative price ranges that help Buyers estimate project costs at an early stage. An individual Supplier price will not be shown through this feature and a displayed range must not identify or be reasonably attributable to a particular Supplier.

(b) InfraDBM will apply safeguards designed to reduce the risk that underlying Supplier prices can be inferred, including using data that is at least 90 days old, requiring data from multiple Suppliers, suppressing a range where there is insufficient market participation, and applying a margin of variation or other statistical protection. InfraDBM may adjust those safeguards where reasonably necessary to maintain confidentiality or comply with competition law, provided it does not materially reduce the protection of identifiable Supplier pricing.

(c) Indicative price ranges are informational only, are not recommended or mandated prices, and do not restrict any Supplier from independently setting its own prices.

10C. AI-ASSISTED FEATURES

(a) The Platform may use third-party artificial intelligence service providers, currently including Anthropic in the United States, for specified AI-assisted features such as optional catalogue building. InfraDBM will identify relevant subprocessors and overseas processing in its Privacy Policy or other applicable privacy disclosures.

(b) AI-assisted catalogue building is optional and is activated by the Supplier for the relevant upload. For that feature, InfraDBM will send only descriptive, technical or specification content reasonably required to generate the draft. InfraDBM will not intentionally send Supplier pricing, lead times or another Supplier’s non-public data for that feature.

(c) InfraDBM will use AI service arrangements under which customer content is not used to train the provider’s general models, subject to the provider’s applicable data-processing terms. Provider retention and processing are governed by those terms and may include processing outside Australia.

(d) AI-generated content is a draft only. The Supplier must review and approve it before it is saved as approved catalogue content and must separately publish it before Buyers can see it. The Supplier remains responsible for the accuracy, completeness and compliance of content it approves or publishes.

10D. PLATFORM ACCESS AND MONITORING

InfraDBM personnel may access the Supplier’s account, Content, Supplier Data and Platform messages where reasonably necessary to provide support, moderate content, investigate suspected breaches of this Agreement (including circumvention), comply with law, administer disputes or maintain Platform security. Where InfraDBM uses support functionality to view the Platform as the Supplier, that access will be read-only, recorded in an audit log and must not be used to perform financial or legal acts on the Supplier’s behalf.

10E. RANKING AND PERFORMANCE

InfraDBM may record and use the Supplier’s identified Platform performance, including response times, quotation activity, delivery performance and Buyer feedback, to rank or match Suppliers to Buyer requests. Ranking may consider relevance, performance, location and other reasonable factors determined by InfraDBM. Invitations are open and non-exclusive, and InfraDBM does not guarantee any number of invitations, Transactions or sales. Internal scoring methodology, scoring data and Buyer reasons for not selecting a Supplier are InfraDBM’s confidential information and need not be disclosed except where required by law.

11. RESPONSIBILITY, INDEMNITY AND LIABILITY

11.1 Supplier responsibility and indemnity

The Supplier is responsible for the goods and services it supplies and its acts and omissions in connection with Transactions.

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

(a) defective, unsafe, non-compliant or failed goods or services supplied by the Supplier;

(b) incomplete, incorrect, delayed or non-performance of supply;

(c) inaccurate, incomplete or misleading Content;

(d) credit arrangements, payment disputes or Buyer insolvency;

(e) personal injury, property damage or infrastructure failure caused or contributed to by the Supplier’s goods, services or conduct;

(f) any recall or safety incident relating to goods supplied by the Supplier through the Platform; and

(g) any reliance placed on the Supplier’s Content by Buyers or third parties,

except to the extent caused by InfraDBM’s breach of this Agreement, negligence, fraud or wilful misconduct.

11.2 Limitation of liability

(a) Nothing in this Agreement excludes, restricts or modifies any Non-Excludable Rights.

(b) Subject to clause 11.2(a) and to the maximum extent permitted by law: (i) all implied conditions, warranties and guarantees other than Non-Excludable Rights are excluded; (ii) InfraDBM’s aggregate liability to the Supplier for all claims arising out of or in connection with this Agreement, whether in contract, tort, statute or otherwise, is capped at the Fees paid by the Supplier to InfraDBM in the 12 months immediately preceding the event giving rise to the first such claim; and (iii) InfraDBM is not liable for indirect, special or consequential loss, or loss of profit, revenue, opportunity or data, even if foreseeable.

(c) The cap and exclusions in clause 11.2(b) do not apply to liability for Non-Excludable Rights or InfraDBM’s fraud or wilful misconduct to the extent that liability cannot lawfully be limited.

12. SUSPENSION AND TERMINATION

(a) InfraDBM may suspend or terminate the Supplier’s access immediately where continued participation reasonably creates a material legal, security, safety, financial or Platform-integrity risk.

(b) Either Party may terminate this Agreement on 30 days’ written notice.

(c) Either Party may terminate on 14 days’ written notice if the other Party materially breaches this Agreement and does not remedy that breach within the notice period, where the breach is capable of remedy.

(d) Termination does not affect existing Transactions accepted before termination or accrued rights and obligations, including Fees and Commission relating to those Transactions.

13. DISPUTES AND GOVERNING LAW

(a) If a dispute arises between InfraDBM and the Supplier, the Parties must first use reasonable efforts to resolve it in good faith. If unresolved within 20 Business Days, either Party may refer the dispute to mediation in Sydney, New South Wales, before commencing court proceedings, except where urgent interlocutory relief is required.

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

14. CHANGES AND GENERAL TERMS

(a) InfraDBM may amend the Platform Rules or other incorporated policies where reasonably necessary for legal, regulatory, security, technical or operational reasons, or to improve Platform workflows. InfraDBM may amend these Terms for legal or regulatory reasons or by agreement with the Supplier. InfraDBM will give reasonable prior notice of any material adverse change where practicable. A change will not retrospectively alter the agreed commercial terms of an existing accepted Transaction. If a material adverse change to these Terms is not required by law and the Supplier does not agree to it, the Supplier may terminate before the change takes effect. Continued use after the effective date constitutes acceptance to the extent permitted by law.

(b) This Agreement constitutes the entire agreement between the Parties concerning use of the Platform and supersedes prior discussions or understandings on that subject.

(c) The Supplier may not assign or transfer this Agreement without InfraDBM’s prior written consent, not to be unreasonably withheld. InfraDBM may assign or novate the Agreement to a related body corporate or purchaser of its business by notice.

(d) If any provision is invalid or unenforceable, it is severed to the minimum extent necessary and the remainder continues.

(e) Notices may be given by email to the address recorded in the relevant Party’s account or onboarding details, or through a Platform notification where appropriate.

(f) Each Party must comply with applicable anti-bribery, anti-corruption, modern slavery, sanctions, import, export and trade laws relevant to its activities under this Agreement. The Supplier remains responsible for compliance within its own operations, supply chain and personnel.

ACCEPTANCE / EXECUTION

This Agreement may be accepted digitally or signed. A separate wet-ink or electronic signature is not required where the Supplier has validly accepted the Terms through the Platform in accordance with the Parties and Agreement section above.

ATTACHMENT A – SCHEDULE OF FEES

All Fees in this Schedule are inclusive of GST.

Payment processing fees and charges imposed by Stripe or another Payment Services Provider are separate from InfraDBM Fees and are payable by the Supplier through its connected payment account.

Supplier-specific commercial details

Payment processing charges: The Supplier is responsible for fees and charges imposed by the Payment Services Provider on its connected account, including applicable card, bank-transfer, dispute, chargeback, currency-conversion or other processing charges. These amounts are not InfraDBM Fees and are not included in the Commission Rate.

SCHEDULE 1 – PLATFORM RULES

These Platform Rules form part of the Agreement. They govern Platform workflow and administration and must be read subject to applicable law, Non-Excludable Rights and any bespoke written agreement between the Supplier and Buyer that expressly governs the relevant matter.

1. Invitations

When a Buyer invites the Supplier to quote, the Supplier has 5 Business Days to accept the invitation, after which it expires. The Supplier may decline an invitation and give a short reason, which is shown to the Buyer. Once the Supplier accepts an invitation, there is no fixed deadline for its quotation unless stated in the request; the Buyer may close the request at any time.

2. Buyer identity

Buyer and project details may be withheld until the Supplier has accepted this Agreement. A Supplier that has not completed onboarding may have limited access to Buyer requests.

3. Quotations

A quotation must state the Supplier’s agreed payment terms. Freight, delivery and shipping charges must be entered in the designated shipping or freight field and not included in the price of goods or other line items.

4. Orders

The Supplier may decline an order only before accepting it and must give a reason, which is shown to the Buyer. A Buyer may cancel an order within 3 days after placing it, provided it has not been shipped or paid, and may cancel at any time while the order remains on hold awaiting payment. After that 3 day period, cancellation requires the Supplier's approval. An order that has been paid but not yet shipped may be cancelled only with the Supplier's approval; where the Supplier approves that cancellation, all amounts paid are refunded to the Buyer's original payment method through the Platform and InfraDBM's Commission on the refunded amount is returned to the Supplier. Once an order has been shipped, it may only be reversed through the applicable return process.

5. Invoices and milestones

For orders on credit terms, an invoice is issued when the relevant goods are recorded as shipped, unless the agreed Transaction terms provide otherwise. A deposit milestone is invoiced when the order is placed. Payment milestones apply to the goods; separately itemised freight is invoiced on the Delivery milestone invoice. An unpaid issued invoice may be corrected by cancellation and reissue; where payment or accounting treatment requires it, an adjustment or credit note must be used.

6. Payment

Payments for Platform Transactions must be made through the Platform by an available payment method supported by the Payment Services Provider, unless clause 7(g) applies. An invoice is recorded as paid only when payment is received through the Platform or when a direct payment is declared and dealt with under clause 7(g). An order on credit terms must fit within the credit available to the Buyer; the Platform does not split a single order between credit terms and upfront payment unless expressly enabled.

7. Credit terms

Any credit terms or credit limit the Supplier grants a Buyer are the Supplier’s own commercial decision and risk. If a Buyer account is under review, including following a reported non-payment, InfraDBM may reasonably require that Buyer to pay upfront for new Platform Transactions until the review is resolved.

8. Delivery

Goods may be delivered or collected. The Buyer may confirm receipt through the Platform. If the Buyer neither confirms receipt nor reports an issue within 3 Business Days after delivery is recorded, the Platform may record the goods as received for workflow and administrative purposes. That status is not contractual acceptance after installation, commissioning or testing, does not prevent a Buyer from raising a genuine issue later, and does not affect any Non-Excludable Rights.

9. Supplier-raised charges

A charge raised by the Supplier after an order is placed, such as a re-delivery fee, is sent to the Buyer to accept or dispute. If the Buyer does not respond within 5 Business Days after one notice and one reminder, the Platform may record the charge as accepted for workflow purposes. That administrative status does not conclusively determine a debt or remove any contractual or statutory right to dispute the charge.

10. Returns

A Buyer may request a return through the Platform within 30 days after delivery. A later request may still be submitted but is flagged as outside the standard return window and is subject to the Supplier’s terms and applicable law. The Supplier decides whether to approve a return and who bears return freight, subject to applicable law. For change-of-mind returns the Supplier may apply the restocking percentage published on its storefront. No restocking fee may be imposed to the extent the return results from Supplier fault or where prohibited by law. An approved return may be resolved by refund to the original payment method, credit note, or like-for-like replacement at no additional charge, as appropriate.

11. Disputes

InfraDBM records disputes and maintains the Platform audit trail but does not determine the merits of a Supplier-Buyer dispute. The Supplier must use reasonable efforts to respond to a dispute raised through the Platform within 5 Business Days.

12. Supplier commitments

Dispatch cut-offs, lead times, delivery fees, pickup locations and other fulfilment rules published by the Supplier are the Supplier’s commitments. InfraDBM displays those commitments but does not independently warrant them.