1. Introduction

a.

MTQ Engine Systems (Aust) Pty Limited (“MTQ”), (ABN: 24 089 558 878) ("MTQ") has developed and owns, or has the rights to use and sublicence, the software applications, source and object code, accompanying data, pictures, video and processes known as ONLINE CATALOGUE ("ONLINE CATALOGUE"). ONLINE CATALOGUE is designed to provide certain MTQ authorised customers who own and operate automotive workshops or repair businesses ("you" and "your" respectively) with information and tools to assist you to make parts interpretation and ordering decisions concerning your business, and prepare quotations for your customers, on the terms and conditions listed in this agreement ("Agreement")

b.

Your MTQ sales representative may provide you with this Agreement, however you will also be able to see this Agreement when you access ONLINE CATALOGUE. Please read it carefully. There are important restrictions on your use of ONLINE CATALOGUE, and certain requirements you must meet in order to continue using ONLINE CATALOGUE, as set out below. You must continue to own or operate an independent automotive workshop or automotive repair business to remain eligible to continue to use ONLINE CATALOGUE.

c.

This Agreement is conditional on your acceptance of it. If you do not agree to the terms of this Agreement you must not use, copy or install ONLINE CATALOGUE. You must immediately delete any copies of ONLINE CATALOGUE or supporting documentation and return any documents or media to MTQ. You will be deemed to have accepted this Agreement upon your use of ONLINE CATALOGUE. MTQ may withdraw your right to use ONLINE CATALOGUE at any time and in its sole discretion.

d.

Any recommended pricing provide in ONLINE CATALOGUE is for your information only. There is no obligation to comply with the recommendation and you are free to set resale prices at your discretion.

2. Grant of licence and fees

a.

MTQ grants you a non-exclusive, non-transferable licence to use a single copy of ONLINE CATALOGUE on a computer specified by you, and to use the accompanying printed materials (the "Documents"), solely for purpose of parts analysis, quote preparation and parts ordering within your business. MTQ retains all property rights including the intellectual property rights to ONLINE CATALOGUE and the Documents. The computer you nominate to access ONLINE CATALOGUE must be used for the day to day operation of your business.

b.

We may charge you a fee to use ONLINE CATALOGUE and the Documents. If we charge you a fee it will be added to your account with us. We will issue you with a tax invoice for the fee.

c.

You must not copy, distribute, reproduce, modify, translate, adapt, vary, reverse engineer, de-compile, disassemble ONLINE CATALOGUE or the Documents or create derivate works based on ONLINE CATALOGUE or the Documents.

d.

You must not rent, assign, transfer, sub-licence or deal in any way with the rights given to you under this Agreement without the prior written consent of MTQ. You must not use ONLINE CATALOGUE on a time sharing or bureau basis or in the course of any outsourcing arrangement, or otherwise for processing data on behalf of third parties. You must not permit any third party to access ONLINE CATALOGUE from the computer on which ONLINE CATALOGUE has been registered in your business.

e.

You must supervise and control any use of ONLINE CATALOGUE or the Documents by your employees, agents and subcontractors to ensure such use is in accordance with the terms of this Agreement. You must keep your user name and password secure and not provide it to unauthorised third parties. You must notify us immediately if you believe your user name or password has been compromised.

3. Updates to this Agreement and Product Prices

a.

From time to time MTQ may vary this Agreement. You acknowledge that MTQ is not required to give you written notice of changes to this Agreement, however updated versions of this Agreement will be available at the MTQ website (www.MTQES.com.au) or on request.

b.

If MTQ has amended this Agreement, you will be provided with electronic notice when you access ONLINE CATALOGUE. If you then use ONLINE CATALOGUE, you will be deemed to have accepted and consent to the latest version of this Agreement as available within ONLINE CATALOGUE.

c.

From time to time MTQ may, in its absolute discretion and without notice add, modify or delete any information or functions contained within ONLINE CATALOGUE, and may need to suspend access to ONLINE CATALOGUE for this purpose.

d.

You acknowledge that any product prices listed in ONLINE CATALOGUE are indicative only. You can contact MTQ to obtain current prices prior to placing an order for parts. The product prices charged by MTQ for products you order will be those applicable at the time MTQ accepts the order.

4. Warranties and Liability

a.

In this section a reference to a "claim" means any claim, allegation, demand, suit, action or the initiation or threat of proceedings of any kind made under or in connection with this Agreement or its subject matter, whether arising under contract, tort (including negligence), under statute or otherwise at all.

b.

To the full extent permitted by law, MTQ excludes all representations, warranties, terms and conditions, whether express or implied (and including those implied by statute, custom, law or otherwise), except as expressly set out in this Agreement. ONLINE CATALOGUE will be provided "as is" and MTQ does not make any express warranties in relation to ONLINE CATALOGUE, including that ONLINE CATALOGUE is error-free or its use will be uninterrupted, or that is fit for any particular purpose.

c.

To the full extent permitted by law, MTQ will not be liable to you in respect of any claim in relation to ONLINE CATALOGUE or this Agreement for any loss, damages, expenses, loss of profit, data, goodwill or business, for any interruption to business, for any failure to realise anticipated savings or for any direct, consequential, indirect, special, punitive or incidental damages.

d.

If any statutory provisions apply which cannot be excluded by laws, to the extent to which MTQ is entitled to do so, MTQ limits its liability in respect of any claim under those provisions to (at MTQ' option) repairing or replacing the relevant goods, resupplying the relevant or equivalent services or, in either case, paying you the cost of doing so.

5. Suspension and Termination

a.

MTQ may suspend your access to and use of ONLINE CATALOGUE, or terminate this Agreement, immediately without notice if: (i) you are in breach of this Agreement; (ii) MTQ has a right to terminate any other agreement with you; (iii) any amount you owe to MTQ under any other agreement between you and MTQ is not paid by its due date; (iv) you become insolvent or subject to any form of administration or otherwise threaten to become insolvent, you cease to conduct business or your ultimate parent entity changes; or (v) you take any steps which (in MTQ' reasonable opinion) could lead to a breach of the licence terms in section 2, or anything happens which (in MTQ' reasonable opinion) might lead to unauthorised disclosure of MTQ' Confidential Information.

b.

On expiry or termination of this Agreement, you must destroy all copies of ONLINE CATALOGUE and all Documents. You grant MTQ the right to enter your premises during business hours to inspect whether ONLINE CATALOGUE and the Documents are destroyed and/or to show evidence of the destruction.

c.

Termination does not affect any rights or remedies which MTQ may have otherwise under this Agreement or at law.

6. Confidentiality

a.

In this section, Confidential Information means ONLINE CATALOGUE itself including all information contained and accessible via use of ONLINE CATALOGUE and the source code and object code; the Documents; all information available through ONLINE CATALOGUE including but not limited to: (A) part numbers; (B) part number application by vehicle specific criteria including make and model; (C) pricing including retail and customer nett prices; (D) product brand information; and (E) pictures, schematics, technical data, specifications and dimensions relating to parts; and any commercial sensitive information in relation to MTQ including inventory levels in MTQ stores and distribution centres.

b.

You must not disclose any Confidential Information to any third party except as required by law or where the Confidential Information can be demonstrated to have been in the public domain at the time of the disclosure other than as a result of a breach of this Agreement.

c.

You acknowledge that ONLINE CATALOGUE, the Documents and the Confidential Information are the unique and valuable proprietary asset of MTQ. As such, MTQ would be irreparably damaged if the terms of this Agreement were not specifically enforced. You agree that MTQ should be entitled, at the discretion of the applicable court, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as MTQ may otherwise have under applicable laws.

7. General

a.

This Agreement is governed by the laws of Queensland and you and MTQ submit to the non-exclusive jurisdiction of the courts of Queensland, Australia.

b.

This Agreement represents the complete agreement concerning the licence of ONLINE CATALOGUE between you and MTQ.

c.

Any provision of this Agreement will be read down to the extent necessary to prevent that provision being invalid, voidable or unenforceable in the circumstances.

d.

The failure by MTQ to enforce any of the terms of this Agreement shall not be construed or deemed to be a waiver of MTQ' rights under this Agreement.