Definitions and interpretation

Definitions
Additional Charge means (a) fees or charges for additional work performed at the Customer’s request or reasonably required as a result of the Customer’s conduct, calculated in accordance with the Supplier’s then-current prices; and (b) expenses incurred by the Supplier at the Customer’s request or reasonably required as a result of the Customer’s conduct.

Business Day means a day that is not a Saturday, Sunday or public holiday in the place where the Services are principally being carried out or the Goods provided.

Customer means the person identified on a Quote or Order as the customer and includes the Customer’s agents and permitted assigns.
Goods means any goods supplied by the Supplier including those supplied in the course of providing Services.
Intellectual Property Rights means intellectual property rights protected by statute or common law, including copyright, trade marks, patents and registered designs.

Loss includes costs (including party-to-party and Supplier’s legal costs), expenses, lost profits, damages, personal injury and property damage.
Order means a purchase order for Goods or Services placed by a Customer in response to a Quote and as varied in writing from time to time by the parties.
PPS Law means (a) the Personal Property Securities Act 2009 (Cth) (PPS Act) and any regulation made under it; and (b) any amendment to other legislation as a consequence of a PPS Law.

Quote means a written description of the Goods or Services to be provided, an estimate of charges and a timeframe for performance.
Services means the services to be provided by the Supplier to the Customer in accordance with a Quote and these terms of trade.
Supplier means the entity specified as the supplier of Goods or Services on the Quote and includes its agents and permitted assigns.

Interpretation
References include email and web communication; singular includes plural; clause references are to these terms; parties include executors and assigns; headings don’t affect meaning; and if an act falls on a non-Business Day it must be done on the preceding or next Business Day as appropriate.

General
These terms apply to all transactions for Goods and Services between Customer and Supplier. Variations must be in writing. The Supplier may amend details in a Quote by written notice, which supersedes prior details.

Quotes
Quotes are valid for 28 days and exclude delivery unless stated. They are estimates only and not binding. Work commences after acceptance by the Customer. The Supplier may amend a Quote to reflect cost changes and will notify the Customer.

Orders
Orders must be in writing and signed by an authorised representative. They signify acceptance of these terms and the latest Quote. The Supplier may refuse orders if goods are unavailable, credit limits exceeded or payment issues exist. Cancellations require written consent and may incur losses.

Variations
Variation requests must be in writing and agreed by the Supplier. Additional Charges and time extensions may apply.

Invoicing and payment
The Supplier may invoice before commencement, weekly, or on completion. Invoices are payable within 7 days. Overdue payments accrue 10% interest per year. The Supplier may withhold services and recover collection costs. GST obligations apply.

Additional Charges
Extra charges may apply for incorrect or late information, cancellation, storage, courier, packing, taxes, or extra work requested.

Acceptance of Goods
If no fault is reported within 48 hours of delivery, Goods are deemed accepted. Consumer rights under the ACL are not affected.

Title and risk
Risk passes on delivery. Title remains with the Supplier until full payment. The Customer holds unpaid Goods as bailee, must store them separately and allows repossession if unpaid. The Supplier may register a security interest and cancel if its position is adversely affected under PPS Law.

Intellectual Property Rights
The Customer warrants ownership or licence of all IP supplied and indemnifies the Supplier for breach. Unless agreed otherwise, all IP created by the Supplier remains its property. After full payment, the Customer receives a perpetual, non-exclusive licence to use the work for its intended purpose.

Agency and assignment
The Supplier may appoint agents or assign its rights and obligations. The Customer may not assign without written consent.

Default by Customer
Default includes breach, insolvency, unauthorised assignment or ceasing business. The Supplier may terminate, refuse delivery, repossess Goods, retain monies paid and demand immediate payment of all invoices.

Termination
Either party may terminate these terms by 14 days’ written notice in addition to any express termination rights.

Exclusions and limitation of liability
Use of Goods and Services is at the Customer’s risk. Supplier’s liability is limited to the extent allowed by law. Minor variations don’t entitle rejection. No warranty is given for Services. Supplier is not liable for indirect or consequential loss. ACL consumer guarantees apply where required.

Indemnity
The Customer indemnifies the Supplier against all claims and costs arising from or related to the supply of Goods or Services. This survives termination.

Force majeure
The Supplier is not liable for failure to perform due to circumstances beyond its control (e.g. strikes, natural disasters, government action, system failures) and may terminate or suspend the agreement accordingly.

Dispute resolution
Disputes must be notified and referred to management within 21 Business Days. If unresolved, the parties will attempt mediation under ACDC Guidelines before litigation. Parties must continue performing obligations and keep information confidential.

Miscellaneous
These terms are governed by the laws of the Supplier’s state or territory. They represent the entire agreement and supersede prior communications. Invalid provisions do not affect others. Notices must be in writing (delivered personally, post, fax or email) and are deemed received within stated timeframes. Address changes must be notified in writing.