EXHIBIT A — Equipment Schedule and Site Requirements
1. Equipment
| Model | Configuration | Replacement value |
|---|---|---|
| Model VC | Countertop, 530mm (W) × 600mm (D) × 1070mm (H), 8 ingredient lines | $15999 |
| Model I-3.0 | Undercounter, 1200mm (W) × 800mm (D) × 1500mm (H), 18 beverage paths | $19999 |
2. Customer must provide
Customer must provide and maintain, at its own cost, before installation and throughout the Term:
2.1 Water. A potable water supply meeting local direct-drinking standards, with filtration installed upstream of the Equipment sufficient to meet that standard. Customer is responsible for selecting, installing, monitoring and replacing filtration, and for water quality testing where appropriate.
2.2 Water pressure. Pressurised supply, maximum 0.6 MPa. Recommended operating range 0.1–0.4 MPa.
2.3 Water temperature. Greater than 5°C and less than 45°C.
2.4 Electrical. A United States standard three-pin outlet (C13 connector), on a supply of stable voltage adequate for the Equipment’s rated load.
2.5 Drainage. Connection of the integrated drain, using the drain hose supplied with the Equipment, to the Venue’s drainage point. Drain hose outlet: 20 mm internal diameter, 25 mm external diameter.
2.6 Network. Wired Ethernet or wireless (Wi-Fi 2.4 GHz or 5 GHz) connectivity, sufficient to allow the Equipment to synchronise with the Platform within the offline limit in Exhibit C clause 2.3.
2.7 Site. Adequate floor loading, clearance for service access, ventilation, ambient temperature and humidity within the Equipment’s rated conditions, and a stable, level installation surface.
3. Water quality and fault attribution
Particulate matter in the water supply is a recognised cause of Equipment fault. A fault attributable to water that does not meet the requirements in clause 2.1, including particulate matter, scaling or inadequate filtration, is excluded from warranty under Exhibit E clause 3 and is chargeable.
4. Condition report and damage charges
An installation condition report is completed under clause 6.3 of the Agreement and a return condition report under clause 18.3. Charges for damage beyond ordinary wear, and for missing accessories or documentation, are at OLOSO’s then-current schedule, available on request.
EXHIBIT D — Cleaning, Sanitation and Food Safety Obligations
1. Customer’s obligations
Customer must, at its own cost and using its own trained staff:
perform every daily and periodic cleaning, flushing, sanitising and inspection task set out in the cleaning SOP supplied with the Equipment, at the frequency the Equipment and the Platform require;
use only the cleaning chemicals, tools, concentrations and procedures approved by OLOSO;
train every member of staff who operates or cleans the Equipment before they do so, and keep records of that training;
maintain potable water, ice and ingredient storage conditions in accordance with the Equipment documentation, the product specifications and applicable food-safety law;
maintain the Venue’s own food-safety programme, including any hazard analysis, sanitation standard operating procedures and employee health and hygiene requirements applicable to it;
keep the Equipment, its surrounds and its dispensing area clean and free of contamination;
inspect the Equipment and its dispensing area at the start of each operating day; and
report to OLOSO immediately any contamination, malfunction, leak, unusual taste, odour or appearance, pest activity, or other food-safety concern.
2. Mandatory cleaning lockout
2.1 The Equipment enforces mandatory cleaning. A cleaning task may be deferred while it is within its reminder period. Once a cleaning task falls due, it cannot be skipped, and the Equipment will prevent further production until it is completed. Where a maintenance or cleaning cycle is configured to lock the Equipment on expiry, the Equipment will enter a locked state and production will be prevented.
2.2 A manual cleaning cycle in progress may be paused or cancelled at certain points. Certain fixed sequences and error-prevention steps cannot be cancelled once started.
2.3 Prohibition. Customer must not, and must not permit any person to, bypass, defeat, disable, circumvent, delay by misconfiguration, or tamper with the cleaning lockout, any cleaning schedule, any food-safety control or any safety control. This prohibition applies to Customer’s staff, contractors and any third party to which Customer gives access.
3. Records
3.1 The Equipment automatically records each cleaning cycle. Recent records are available on the Equipment; consolidated records are available through the Platform, as described in Exhibit C clause 5.
3.2 Customer acknowledges that these records are created automatically, that OLOSO and TEDIA have access to them, that they may be disclosed as described in Exhibit C clause 5.4, and that they may be used in the assessment of any warranty, service, food-safety or liability question. Customer must not falsify, alter or suppress any cleaning record.
3.3 Customer is responsible for exporting and retaining cleaning records it requires for its own regulatory, insurance or evidentiary purposes, within the period during which they remain available.
4. Consequences of breach
If Customer fails to clean the Equipment as required, or breaches clause 2.3, OLOSO may, immediately and without prior notice where there is a food-safety or safety risk:
disable the Equipment remotely under clause 17.3 of the Agreement;
suspend supply, Platform access and support;
require deep cleaning, sanitisation, recalibration, parts replacement or decommissioning, at Customer’s cost;
exclude from warranty and from any service obligation any condition resulting from the failure;
charge Customer for all resulting repair, parts, labour, travel and remediation costs; and
terminate the Agreement under clause 17.2.
Customer bears all liability arising from its failure to clean, and indemnifies OLOSO under clause 19.4 of the Agreement in respect of it.
5. Allocation of food-safety responsibility
5.1 OLOSO provides: the Equipment with its cleaning and food-safety controls, the cleaning SOP, and the product information described in Exhibit B clause 3, on the basis stated there.
5.2 Customer is responsible for: everything that happens at the Venue — cleaning, sanitation, staff hygiene and training, storage, handling, preparation, dispensing, serving, point-of-sale disclosure, allergen and nutrition information given to its customers, cross-contact control, recipe modification, permits and licences, and compliance with every food-safety and health requirement applicable to its premises and its business.
5.3 Nothing in this Exhibit makes OLOSO the operator of the Venue, the preparer of any beverage sold to a consumer, or a person responsible for the Venue’s food-safety programme.
EXHIBIT E — Limited Warranty
1. Scope
1.1 Rented Equipment. During the Term and while Customer is not in default, OLOSO will remedy defects in the Equipment which are covered under clause 2, in accordance with clause 4 and subject to the exclusions in clause 3.
1.2 No other warranty. This Exhibit states the only warranty given in respect of the Equipment. All other warranties, express, implied and statutory, are disclaimed to the maximum extent permitted by law, as set out in clause 11.3 of the Agreement.
2. Covered components and wear parts
2.1 Covered Components. Coverage extends to the following structural and electronic components (the “Covered Components”), in respect of any failure caused by a defect in materials or workmanship under normal use in accordance with the Agreement:
main control board · display and touchscreen · power module · peristaltic pumps · solenoid valves · heating module and boiler · temperature and liquid level sensors · body and insulation structure · refrigeration compressor
2.2 Internal Wear Parts. “Internal Wear Parts” means parts located inside the Equipment that are not accessible to Customer in normal operation and that deteriorate through ordinary use, including internal seals, gaskets and O-rings, internal tubing, peristaltic pump tubes and valve diaphragms. During a paid rental, and while Customer is not in default, OLOSO will replace at its own cost Internal Wear Parts that have deteriorated through ordinary use, when OLOSO determines that replacement is required, except where the need for replacement arises from a cause excluded under clause 3.
2.3 Customer-Replaceable Items. “Customer-Replaceable Items” means parts and accessories that are accessible to Customer and are intended to be cleaned, maintained or replaced by Customer in the ordinary course, including water and ingredient filters and filter cartridges, brushes and cleaning tools, external nozzles and dispensing tips, external tubing and connectors, drip trays and grilles, and any part identified as user-replaceable or consumable in the Equipment documentation. Replacement of Customer-Replaceable Items is chargeable at OLOSO’s then-current prices, except that OLOSO will replace free of charge a Customer-Replaceable Item that is defective in materials or workmanship and is reported to OLOSO within [thirty (30)] days after it was supplied.
2.4 Wear is not a defect. A part is not defective merely because it has worn, deteriorated, discoloured, lost elasticity, scaled, become clogged or reached the end of its normal service life, or because it is due for routine or preventive replacement. A defect in materials or workmanship means a failure of a part to conform to its manufacturer’s specification that arises from the way it was made, and not from use, cleaning, water quality, ingredients or the operating environment.
2.5 Classification and determination. Where a part is not listed in clause 2.1, 2.2 or 2.3, OLOSO will classify it, acting reasonably, according to whether it is accessible to Customer and intended to be replaced in the ordinary course. OLOSO will determine, acting reasonably and on the basis of remote diagnosis, photographs, error codes, cleaning records or inspection, whether a failure results from a defect, from ordinary wear or from a cause excluded under clause 3, and will explain the basis of its determination on request. Customer must retain any part it claims to be defective and return it to OLOSO on request.
3. Exclusions
No warranty or service obligation applies to any defect, damage, malfunction or service need caused wholly or partly by:
misuse, abuse, negligence, accident, or operation outside rated conditions, including continuous operation above rated duty;
failure to meet the water quality, filtration, pressure, temperature, electrical, drainage, network or site requirements in Exhibit A, including scaling caused by out-of-specification water;
failure to clean, sanitise and maintain the Equipment as required by Exhibit D, or any bypass of or tampering with a cleaning, food-safety or safety control;
use of ingredients or Consumables not supplied or approved by OLOSO;
unauthorised opening, disassembly, modification, adaptation, recalibration, re-flashing or repair, or repair or service by any person other than OLOSO or an OLOSO-approved technician;
use of parts or components that are not original or OLOSO-approved;
unauthorised relocation, disconnection or reinstallation;
lightning, flood, fire, water ingress, power surge, unstable or incorrect voltage, and any force majeure event;
damage in transit or handling not performed by OLOSO, and cosmetic wear;
normal degradation of performance over time;
failure to report a fault promptly, or continued operation after a fault has appeared, to the extent this worsens the condition; and
any cause attributable to Customer, its staff, its contractors or any third party.
4. Remedy
4.1 Sole remedy. Customer’s sole and exclusive remedy, and OLOSO’s entire obligation, for a covered defect is, at OLOSO’s option: remote troubleshooting; repair; replacement of the defective part; or replacement of the affected Equipment. Repair is attempted before replacement. Replacement parts and equipment may be new, or functionally equivalent, including original certified refurbished items.
4.2 Replaced parts. A replaced part is covered for the remainder of the original warranty period or three (3) months, whichever is longer. Parts removed become OLOSO’s property. Replacement of a part does not restart or extend the warranty period for the Equipment as a whole.
4.3 Process. Customer must report a fault through the agreed support channel, identifying the Venue and providing photographs or video and any error codes, and must cooperate with remote diagnosis and with any on-site attendance, as set out in Exhibit C clause 7.
4.4 No timing commitment. No period applies to diagnosis, repair, parts supply, replacement or on-site attendance. Exhibit C clause 7.2 applies.
4.5 Chargeable work. Where a fault is found to arise from an excluded cause, or where no fault is found, OLOSO may charge for the service call, diagnosis, parts, labour and travel at its then-current rates.
5. Manufacturer
The Equipment is manufactured by or for TEDIA. OLOSO’s obligations under this Exhibit are OLOSO’s own and are not a guarantee of TEDIA’s performance. Customer has no direct claim against TEDIA under this Agreement.
EXHIBIT F — Brand Licence and Marketing Materials
1. Licence
1.1 Subject to Customer’s compliance with the Agreement, OLOSO grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence, for the Term only, to use the OLOSO names, beverage names, logos, images, menu assets and point-of-sale materials approved in writing by OLOSO, solely to market and sell authorised OLOSO beverages at the Venues.
1.2 Optional. Use of the licence is optional. Customer may instead sell beverages produced with the Equipment under its own branding and menu names, subject to Exhibit B clause 3.3 and to not making any false or misleading statement about OLOSO, TEDIA or the Products.
2. Conditions of use
Customer must: use the marks and materials only in the form and manner OLOSO approves and in accordance with OLOSO’s brand guidelines as they may be updated; not alter, distort, recolour, combine or animate a mark, or use it as part of another mark, trade name, domain name or social media handle; not use a mark in a way that suggests OLOSO endorses Customer’s business generally or is responsible for Customer’s beverages; not register or attempt to register any mark confusingly similar to an OLOSO mark; and promptly correct or withdraw any use OLOSO objects to.
3. Goodwill and quality
All goodwill arising from Customer’s use of the marks accrues to OLOSO. Customer’s use must meet the quality standards OLOSO sets, and OLOSO may inspect Customer’s use, request samples and require correction. OLOSO may withdraw approval of any particular use, or the licence as a whole, at any time on notice.
4. Marketing materials
4.1 Included. Standard menu planning suggestions, launch and seasonal campaign templates and basic digital creative may be provided as part of the relationship, where stated in the Order Form.
4.2 Chargeable. Custom design, printing, physical production, premium or paid media, photography, video, shipping and Venue-specific work are chargeable and quoted separately. Nothing is included unless the Order Form says so, and no past provision of a material creates an entitlement to it in future.
4.3 Suggestions only. All materials and suggestions are provided for Customer’s consideration. Customer is solely responsible for the content, accuracy, substantiation and legality of everything it publishes, including any adaptation of an OLOSO material, any price or offer it advertises, any claim it makes about its beverages, and compliance with advertising, pricing, promotion and labelling law. Customer indemnifies OLOSO under clause 19.4 of the Agreement in respect of its own marketing.
4.4 Retail pricing. Any suggested retail price is a suggestion only. Customer sets and controls its own prices, discounts and promotions. Nothing in this Exhibit requires, or is to be construed as requiring, Customer to charge any particular price.
5. Termination
On termination of the Agreement or revocation of the licence, Customer must immediately cease new use, remove OLOSO-branded digital content, menu boards, screens and signage within [thirty (30)] days, and return or destroy proprietary materials. Customer may retain ordinary archival business records. Clauses 3 and 5 survive.