1 Newtrend Terms & Conditions of Trade I.T. Specialists Pty Ltd – if the (b) 1. Definitions information the Client provides to Newtrend to determine the infrastructure and installation required was incomplete or inaccurate ; ” shall mean the Client (or any person acting on behalf of and with the 1.1 “ Client if an excluded event occurs, Newtrend ma (c) y also charge the Client the costs Quotation as described on any authority of the Client) and includes the Client’s incurred to service, modify, repair or replace the Service or any equipment, officers, employees, contractors and agents . as a result of an Excluded Event. 1.2 “ ions of Trade and includes any ” means these Terms and Condit Contract (d) Where Newtrend reasonably determines that any fault (being any quotation, work authorisation or any other documentation provided by Newtrend which renders the Service circumstance physically related to the Service and any plans, specifications or drawings associated and agreed to to the Client unusable or significantly impaired) arises out of or in connection with any of . with respect to the Goods or Services the Client’s equipment, facilities, networks and systems, Newtrend’s 1.3 control, including but not Newtrend’s nt beyond eve ” means any Delay Event “ reasonable costs and expenses in dealing with or remedying that fault . used or requested by the Client or other third party, limited to, delays ca 4.7 Payment wil l be made by cash, or by cheque, or by bank cheque, or by direct inclement weather or conditions resulting from inclement weather , unavailability . Newtrend acceptable to credit, or by any other method y site required to enable Goods or of restriction of access to an or materials owing monies outstanding on % 12 at the rate of pay interest shall Client he T to 4.8 Newtrend to provide the Services. Newtrend calculated on a daily basis from the due date f or actual payment until the Excluded Event “ 1.4 ” means: actual date of payment. (a) breach of this Contract by the Client; a Unless expressly included, the Price excludes all GST payable in respect of the 4.9 negligent or fraudulent act or omission of the Client (or the Client’s (b) a . supply employees , agents, officers or contractors); If the Client defaults in payment of any invoice when due, the Client shall 4.10 (c) a failure of the Client’s equipment. from and against all Newtrend indemnify costs and disbursements incurred by “ 1.5 ” shall mean all Goods supplied by to the Client (and where Newtrend Goods Newtrend in pursuing the debt including legal costs on a solicitor and own client the context so permits shall include any supply of Services as hereinafter ’ Newtrend collection agency costs. basis and s defined) pursuant to a Q uotation to be or as otherwise ordered and agreed provided . Newtrend by Client’s Obligations 5. “ 1.6 Newtrend 124502656 ) trading means Newtrend I.T. Specialists Pty Ltd (ACN ” The Client must: Newtrend I.T. Specialists and includes its successors and assigns or any as e requests to allow (a) cooperate with Newtrend and comply with its reasonabl person acting on behalf of and with the Newtrend to install equipment and establish and supply the Services safely and authority of Newtrend . express efficiently; “ quotation, written acceptance 1.7 Quotation ” means an y agreed , purchase order or (b) safe and prompt access to the Client’s premises for the or procure the provide other work authorisation . maintenance as purposes of providing the Services or other inspection, repair or ervices specified in a Quotation or otherwise 1.8 IT ” shall mean all Services s “ required; any advice or recommendations supplied by Newtrend to the Client and includes provide all necessary space and utility services (such as electricity) as (c) ext so permits shall include any supply of Goods as defined and where the cont reasonably required to allow Newtrend to provide the Services; above). not tamper or interfere with any of Newtrend’s equipment. (d) 1.9 ” shall mean the price payable for the as agreed between Services Price “ 3 ontract. C and the Client in accordance with clause Newtrend of this 6. Suspension Newtrend 6.1 Without prejudice to an y other remedies may have, if at any time : Acceptance 2. (a) ; the Client is in breach of any obligation (including those relating to payment) The terms of this Contract shall be deemed to have been accepted by the Client 2.1 (b) to provide the Services ; or Newtrend it becomes unsafe for on the earlier of , (c) a Delay Event occurs (a) commencing of the supply of the Goods or performance of the Services; Services to the Client may suspend the supply of Goods and Newtrend for any (b) the acceptance of a Quotation by the Client; discretion, Newtrend’s , in or amount of time reasonably necessary this terminate er by (c) the acceptance of a purchase ord Newtrend . Contract . Where more than one Client has entered into this 2.2 , the Clients shall be Contract The Client shall pay applicable standby rates as provided on the Quotation or 6.2 jointly and severally liable for all payments of the Price. period of suspension other reasonable standby rates with respect to any this Contract by the Client the Contract and the Quotation 2.3 Upon acceptance of applicable in accordance with clause 7.1. . Newtrend an only be amended with the written consent of binding and c shall be 6.3 will not liable for any loss or damage whatsoever suffered, or alleged Newtrend only on the terms and conditions 2.4 Goods and Services are supplied by Newtrend for the to be suffered, by the Client or by any person claiming through the Client this Contract to the exclusion of any other agreement or understanding , of . oods or Services in accordance with clause suspension of the supply of G 7 .1 . whether subsisting or entered into after the da te of this Contract 7. Risk 3. Provision of Services and Term 7.1 payment of the Goods. on the Client Title in the Goods passes to Subject to the Client’s compliance with this Contract, Newtrend will use its best endeavours to provide the Services to the Client in accordance with any agreed nt takes delivery of the the Client the Clie Risk in the Goods passes to when 7.2 eed, in a reasonable timely manner timeframes or, if no timeframes are so agr . Goods subject to availability of any required Goods. 8. ies Warrant Liability and Price And Payment 4. 8.1 d in this Contract, any terms, conditions, warranties, Except as expressly provide Newtrend of sole discretion the At 4.1 : the Price as either the Price shall be undertakings, inducements or representations whether express, implied, (a) to the Client in respect of Goods Newtrend indicated on invoices provided by statutory or otherwise relating in any way to the subject matter of this Contract supplied; or or Services . the law. are excluded to the maximum extent permitted by (b) ) quoted Price (subject to clause Newtrend 0 s ; or as outlined in a Quotation ’ 8.2 Where Newtrend is not permitted to exclude any liability for any loss or damage , as otherwise agreed in writing (c) between the parties in connection with Newtrend’s breach of a consumer guarantee (as defined in cument in the whichever is applicable, and if stated in more than one do the Australian Consumer Law), but are permitted to limit its liability for such a descending order of precedence as set out in this clause. then, unless the Client is able to establish that is it not fair and breach, Unless otherwise specified in a Quote, All charges for helpdesk support shall be 4.2 reasonable for Newtrend to do so, Newtrend’s liability to the Client is limited to: charged at the rate of $132.00 per hour (exclusive of GST). In calculating the (a) in the case of Goods: time spent, Newtrend’ s minimum charge is for 1 unit representing 6 minutes. (i) replacement of the Goods; This minimum unit is applied irrespective of the actual time spent on an supply of equivalent Goods; (ii) individual task. repair of the Goods; (iii) the Price in the event 4.3 Newtrend reserves the right to vary to the variation any (iv) paymen t of the cost of replacing the Goods; as otherwise Goods or Services is required in accordance with clause 4 .5 or (v) payment of the cost of acquiring equivalent goods; or Newtrend (including, but not limited to, additional reasonably determined by (vi) payment of the cost of having the Goods repaired; and works required due to hidden or unidentifiable difficulties beyond the control of in the case of Services: (b) the cost of materials and in Newtrend or as a result of increases to Newtrend (i) resupply of the Services; suspend providing . Where such variation is required, Newtrend labour) may (ii) payment of the cost of the resupply of the Services, Goods and (in writing) Newtrend and the Client agree Services until such time as ver is the lesser. whiche required with respect to the Price, the scope of the Goods and/or to all changes The Client acknowledges that it has not relied on any representation or warranty 8.3 Services, the plans and/or specifications as outlined in a Quotation and any made by Newtrend which has not been stated expressly in the Contract or upon extension of time required . any descriptions or specifications contained in any document published or - 4.4 At Newtrend ’ s sole discretion a non refundable deposit may be required and provi ded by Newtrend. where applicable, elivery of reserves the right not to commence the d Newtrend 8.4 Except as required by law or regulations or as set out in this Contract, Newtrend . any Goods or provide any Services until such deposit has been paid in full fraudulent - expressly excludes all liability for all warranties, conditions, non 4.5 Unless otherwise agreed in writing , payment of the Price shall be payable within representations, express or implied concerning the Services, including but no t days of the date of an invoice issued to the Client by Newtrend. 14 limited to those relating to the availability, performance, quality or fitness for ts and charges may be payable by the Client including but 4.6 Additional fees, cos purpose of the Services. : not limited to the following Under no circumstances will Newtrend be liable to the Client for loss of profits, 8.5 Newtrend is requested to provide Services at a different site to the (a) site if loss of contracts, loss of use of the Services or any interrupti on or for any indirect , other than the site initially requested by the Client for Newtrend to attend economic or consequential loss whatsoever, whether arising from negligence, the Client mu st pay Newtrend’s reasonable costs and fees arising from the breach of contract, failure of the Services or otherwise. ; change of site 8.6 The provisions of this clause 9 survive the expiry or termination of this Contract.
2 Newtrend – Terms & Conditions of Trade I.T. Specialists Pty Ltd 9. Indemnity The Client shall indemnify (and keep indemnified) Newtrend from and against any liability or loss (including all legal costs on a full indemnity basis) which may be incurred or suffered by Newtrend arising from any one or more of the following: the breach by t (a) he Client of a material term or any of the Client’s obligations under this Contract; any negligent act or omission or wilful misconduct by the Client arising from the (b) use the Goods or Newtrend’s equipment; the termination of this Contract; (c) (d) any claims or de mands made by Newtrend by reason of any loss, injury or damage which may be suffered by any person from the provisions or use of the Services or Newtrend’s equipment. 10. & Consequences of Termination Termination Newtrend N ewtrend may have, .1 may 10 Without prejudice to any other remedies terminate this Contract where: (a) at any time the Client is in breach of any obligation (includ ing those relating to payment). Newtrend will not be liable to the Client for any loss or damage Newtrend h the Client suffers because ed its rights under this as exercis clause; the Client does not obtain the consent of the owner of any premises (b) required to allow Newtrend to provide the Services; (c) the Client becomes insolvent, convenes a meeting with its creditors or o an arrangement with creditors, or makes an proposes or enters int assignment for the benefit of its creditors; or a receiver, manager, liquidator (provisional or otherwise) or similar person (d) is appointed in respect of the Client or any asset of the Client. Upon termination of 10.2 this Contract: Newtrend and its employees or agents shall have reasonable access to the (a) collect any equipment or property belonging to Client’s premises to Newtrend or disconnecting any service that has been installed on such reed to continue to provide and the Client premises which Newtrend has ag shall provide such reasonable access; the Client must return all property belonging to Newtrend to Newtrend (b) immediately including all confidential information in its possession; (c) Services to the Client. Newtrend shall cease providing the Charge 11. Despite anything to the contrary contained herein or any other rights which Newtrend may have howsoever , the Client charges their interest in any property with the due payment of the any monies and interest in the name of the Client caveat owing to Newtrend , and consents to Newtrend registering a n absolute against the Client’s such property or properties to further secure the interest in Newtrend pursuant to this those monies and interest payable to repayment of Contract . . C ompliance with Laws 12. The Client and Newtrend shall comply with the provisions of all statutes, 12.1 regulations and bylaws of government, local and other public authorities that may be applicable to the Services. The Client shall obtain (at the expense of the Cl ient) all licenses and shire 12.2 approvals that may be required for the Services. The Client agrees that the site will comply with any occupational health and 12.3 safety laws relating to building/construction sites and any other relevant safety standards or legisl ation. General 13. If any provision of these terms and conditions shall be invalid, void, illegal or 13.1 unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. 13.2 I f any provision s of these terms and conditions are inconsistent with the PPSA, the PPSA shall prevail to the extent of that inconsistency. These terms and conditions and any contract to which they apply shall be 13.3 governed by the laws of Western Australia and are subject t o the jurisdiction of the courts of Western Australia. 13.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Newtrend nor to withhold payment of any invoice because part of that invoice is in dispute. Newtrend 13.5 - contract all or any part of its rights and may license or sub obligations without the Client’s consent. The Client agrees that 13.6 may review these terms and conditions at Newtrend any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which Newtrend notifies the Client of such change. Neither party shall be liable for any default due to any act of God, war, 13.7 - out, industrial action, fire, flood, storm or other event terrorism, strike, lock beyond the reasonable control of either party. 13.8 The failure by Newtrend to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Newtr end ’ right to subsequently enforce that provision. 13.9 Any special conditions stated in the Quotation shall apply to this Contract and in the event of any inconsistency with the terms of this Contract, the special conditions shall prevail.
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