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Terms of Trade

Part A: Overview Of These Terms

1. Introduction

  • 1.1 These Terms set out all of the terms and conditions that apply to Products and Services that we supply to you.
  • 1.2 Any other terms and conditions will not apply unless expressly approved in writing by us for a particular Order.
  • 1.3 We may update these Terms on notice to you in writing. Our updated Terms will apply to all Services you order after we have notified you that we have updated our Terms.

Part B: Products And Services

2. Order process

  • 2.1 You may order Products and Services from us in accordance with our order processes that we advise to you at any time.
  • 2.2 All Orders are subject to acceptance by us. We may accept an Order (in whole or in part) by issuing an invoice for the applicable Products and Services, delivering the Products and Services, or otherwise confirming the Order in writing.
  • 2.3 We are under no obligation to enquire as to the authority of any person placing an Order on your behalf.
  • 2.4 We supply and despatch Products within New Zealand only.
  • 2.5 We endeavour to ensure that the product list is current; however, we give no undertaking as to the availability of any advertised Products.
  • 2.6 Our advertised price list can be accessed from the home page of our website and we reserve the right to amend the Price at any time.
  • 2.7 When you place an order with us, you are required to provide your name, address for delivery, email address, telephone contact, and credit card details. We undertake to take due care of this information; however, in providing us with information, you accept that we are not liable for its misuse due to error in transmission or virus or malware.
  • 2.8 You accept that by placing an order by credit card or debit card with us for the first time, we may ask you to verify ownership of the card by doing a security check.
  • 2.9 We undertake to accept or reject your Order within 7 days. Where we have not responded within that timeframe, the offer is deemed to be rejected. We are not required to give any reason for rejecting any offer to purchase however the most likely reason for any rejection will be due to current stock unavailability.
  • 2.10 You may request variations to Orders. However, acceptance is at our discretion and is subject to our approval in writing, in accordance with our process for variations that we advise to you.
  • 2.11 We may require variations to the Order as a result of unforeseen circumstances discovered before or during the provision of the Services which are beyond our control. These variations will be submitted to you for approval, and you shall be required to respond to any variation submitted by us within 10 Business Days. Failure to do so will entitle us to add the cost of the variation to the Order. Payment for all variations must be made in full at the time of their completion.

3. Delivery of Products and Supply of Services

  • 3.1 We will use reasonable efforts to deliver Products and provide Services on the Delivery Date specified in the relevant Order. However, unless expressly agreed otherwise, the Delivery Date is indicative only.
  • 3.2 You may collect the Products at our premises or we will deliver the Products and provide the Services at the delivery location set out in the relevant Order or any other location agreed with you in writing.
  • 3.3 We do not deliver to PO Boxes or Private Bags.
  • 3.4 Delivery for ordered Products will be set out in our terms of use on our website.
  • 3.5 If you request that we leave the Products outside our premises for collection or to deliver the Products to an unattended location, then the Products shall be left at your sole risk. In the event that the Products are lost, damaged, or destroyed, then replacement of the Products shall be at your expense.
  • 3.6 Subject to clause 16, if the delivery location is at your premises, you must provide our Representatives with suitable access to your premises during normal business hours, together with any assistance reasonably required by our Representatives to deliver the Products and perform the Services.

4. Supply of Products

  • 4.1 Clauses 4 and 5 apply if your Order relates to Products.
  • 4.2 We may deliver Orders in instalments (unless agreed otherwise).
  • 4.3 If you delay, fail or refuse to accept delivery of Products, the Products will be treated as delivered when we were willing and able to deliver the Products. Without affecting any other rights we may have, we may charge you for any reasonable expenses or additional costs incurred by us as a result of the delay, failure, or refusal to accept delivery (including storage).
  • 4.4 Risk in the Products passes to you on delivery.
  • 4.5 You are responsible for ensuring that any instructions, recommended uses, applications, and installation methods are followed for Products and any cautions and/or warnings are observed.

5. Defects

  • 5.1 You must inspect the Products on the date of delivery and notify us of any alleged defect or damage or incorrect products or quantity (Defects). Upon request, you must allow us to inspect, or return to us, any defective or damaged Products. You should notify us of any alleged Defects as soon as possible to enable us to confirm that any Defects occurred before delivery to you.
  • 5.2 We undertake to exchange any undamaged Products purchased from us provided it is returned unused and unopened with proof of purchase within 7 days of purchase. However, we shall not provide any refund for such purchase. Where undamaged Products are returned for exchange, we do not refund any packing and postage charges incurred by you. Return of undamaged Products for exchange is at the risk and cost of you.
  • 5.3 Due to copyright regulations, we do not accept opened software. A minimum 25% restocking fee is charged on unopened software except Adobe software, which attracts a minimum of 50% restocking fee due to it being a special order item.
  • 5.4 Where the Products are being returned because of change of mind, then a restocking fee will be charged at a rate of 15% for unopened Products and 35% for opened Products.
  • 5.5 We do not take responsibility if the Products are returned in a damaged condition. Components at risk of damage from freighting should be bubble-wrapped and returned in the original static bags.
  • 5.6 If there are any Defects in an order, the remedies set out in clause 24.1 will apply.

6. Second-hand Products

  • 6.1 For second-hand Products agreed by you, you accept the Products with all faults and agree that no warranty is given by us as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. We shall not be responsible for any loss or damage to the Products, or caused by the Products, or any part thereof, however arising.

7. Cancellation

  • 7.1 Either party may cancel an Order by written notice if the other party:
    • (a) commits a material breach of these Terms which is not remedied within 20 Business Days of written notice of the breach from the other party; or
    • (b) suffers an Insolvency Event.
  • 7.2 If we are unable to deliver any Products or Services to you, due to reasons beyond our reasonable control, we may cancel the Order (in whole or in respect of any instalment) by giving written notice to you. We will repay you any amount you have paid to us in advance for the relevant Products and/or Services. We will not be liable for any loss or damage arising from such cancellation.
  • 7.3 You may cancel delivery of the Products and/or Services by written notice served within 24 hours of placement of the Order.
  • 7.4 We will not accept cancellation of any Order for Products that are special Orders, special order items, Products made to your specifications, or for non-stocklist items after the Order has been accepted by us.

Part C: Price

8. Price

  • 8.1 The Price for Products and Services will be:
    • (a) calculated in accordance with our current price list as at the date you submit the relevant Order; or
    • (b) as per the subscription agreement; or
    • (c) the Price that we have quoted for the Products and Services (subject to clause 8.5).
  • 8.2 We may update our price list at any time on notice to you in advance. Any such updates will only apply to Orders placed after the effective date of the update.
  • 8.3 Unless otherwise stated, the Price does not include GST.
  • 8.4 We may charge you for freight, insurance, installation, disbursements, and any applicable taxes, duties, and levies, in addition to the Price.
  • 8.5 Where we provide a quotation, proposal, or estimate:
    • (a) unless otherwise specified, the quotation, proposal, or estimate is valid for 7 days from the date of issue and may be subject to such further conditions as are expressly set out in the quote, estimate, or pricing;
    • (b) we may withdraw the quotation, proposal, or estimate at any time before you accept it or we accept an Order by notice in writing to you; and
    • (c) the quotation, proposal, or estimate will be exclusive of any applicable additional amounts referred to in clause 8.4.
  • 8.6 Bank surcharges will be applied to selected payment options. The applicable percentage for each payment option is displayed on the payment page.

Part D: Payment Terms

9. Payment

  • 9.1 You must pay us all Amounts Owing to our bank account (notified to you and updated at any time) or any other payment method that we agree with you.
  • 9.2 Payment shall be:
    • (a) before delivery of the Products; or
    • (b) on delivery of the Products; or
    • (c) by way of instalments/progress payments in accordance with the Order; or
    • (d) in advance for subscription Services; or
    • (e) as indicated on our invoice; or
    • (f) 20th of the month following; or
    • (g) no later than 7 days from the date of the invoice (unless otherwise stated on the invoice), and
    • (h) in full without deduction, withholding, set-off, or counterclaim.
  • 9.3 If you have any dispute relating to an invoice issued by us, you:
    • (a) must notify us of that dispute in writing within 3 days from the date of the invoice (after that period, unless there is a manifest error, you will be deemed to have accepted the invoice); and
    • (b) will only withhold payment of the amount in dispute and will, upon resolution of any dispute, immediately pay the balance (if any) due to us.
  • 9.4 We and you each agree to promptly deal with any disputed invoices and, where possible, to resolve disputes before the due date for payment.

10. Credit terms and repayment obligations

  • 10.1 The supply of Products and Services to you on credit is subject to our prior approval. We may use the services of credit reporters and debt collection agencies (in accordance with clause 17.2).
  • 10.2 You must notify us immediately:
    • (a) if you suffer an Insolvency Event. Any Amount Owing will, whether or not due for payment, immediately become due and payable if an Insolvency Event occurs; or
    • (b) if you are a company and there is a material change in your effective management or ownership.

11. Deposit and guarantee

  • 11.1 We may require that you pay us in advance, or pay a deposit, or provide a guarantee, before we supply Products or Services, as security for any Amount Owing.
  • 11.2 If we cancel an Order (for reasons other than your breach of these Terms), we will refund any deposit that you have paid to us in full. Otherwise, any deposit that you pay to us is non-refundable, unless we expressly agree otherwise in writing.

12. Rights to recover Products

  • 12.1 We retain ownership of all Products that we supply you until we have received payment in full of the Amount Owing.
  • 12.2 You may resell or use any Products in the ordinary course of your business before ownership of the Products has passed to you. However, you will be deemed to hold the proceeds of sale or use (in whatever form) on trust for us to the extent of the Amount Owing.
  • 12.3 If any Amount Owing is overdue or if an Insolvency Event occurs, you must return Products to us on request or permit us to enter any premises where Products may be stored to repossess those Products.

13. Late payments

  • 13.1 If payment in full of any Amount Owing (which is not subject to a genuine dispute) is not made to us on the due date, we may:
    • (a) suspend, or cancel (in accordance with clause 7.1(a)), the provision of any or all Products and Services to you;
    • (b) cancel any rebates or discounts (whether or not previously credited); and
    • (c) charge you interest at a rate of 2.5% per month on the balance of the outstanding amount from the due date of payment until the date the outstanding amount is paid, accruing daily and charged monthly.

14. Costs of recovering Amounts Owing

  • 14.1 You must reimburse us for any costs and expenses we incur to recover any Amount Owing, or exercise our rights to recover Products, including any debt collection fees or commission and full legal expenses.

15. Security interests

  • 15.1 You acknowledge that these Terms create, in our favour, a security interest (as defined in the PPSA) in all Products and the proceeds of any Products (in accordance with clause 12) (Security Interest), to secure the payment by you to us of the Amount Owing.
  • 15.2 You undertake to promptly sign any further documents which you may reasonably require to enable us to perfect and maintain the perfection of the Security Interest (including by registration of a financing statement).
  • 15.3 The parties agree to contract out of the provisions of the PPSA as set out in section 107 of the PPSA to the extent permitted by law and you waive your rights to receive a verification statement relating to any Security Interest. Where you have rights in addition to Part 9 of the PPSA, those rights will continue to apply.
  • 15.4 We reserve the right to require a guarantee, or any other additional security (at your cost), as security for payment, before we provide Products or Services to you.

Part E: Compliance And Information

16. Health and safety

  • 16.1 Each party will comply with the Health and Safety at Work Act 2015 (HSW Act), including all applicable regulations under the HSW Act, as well as all applicable standards and codes of practice relating to health and safety. In addition, each party will comply with the other party’s pre-notified and reasonable health and safety policies when on the party’s premises.
  • 16.2 You must notify us of any known hazards arising from your premises to which a work or any person may be exposed while on the premises and ensure that your workplace is without risks to the health and safety of any person.
  • 16.3 Each party must consult, co-operate with and co-ordinate activities with all other persons who have a health and safety duty in relation to the same matter in providing the Products and/or Services (including in connection with the delivery of the Products and/or Services).

17. Privacy

  • 17.1 We may collect, use and share Personal Information:
    • (a) for the purposes of the performance of our obligations or exercise of our rights under these Terms; and
    • (b) in accordance with the Privacy Act 2020 and our Privacy Policy. This may include sharing Personal Information with our Related Companies.
  • 17.2 We may use the services of credit reporters and debt collection agencies. We may provide your Personal Information to those agencies in order to use their services. Information disclosed to credit reporters (including default information) will be held by them and used to provide credit reporting services.
  • 17.3 If you provide us with any information about a third party (including a Representative), or authorise us to collect that information, you confirm that you are authorised by the individual concerned to provide their Personal Information to us or authorise the collection of information about them in accordance with this clause 17. You also confirm that you have informed the individual of their rights to access and request correction of Personal Information.
  • 17.4 You (if you are an individual) and your Representatives have the right to access, and request correction of, any of your Personal Information held by us.

18. Confidentiality

  • 18.1 Each party must keep confidential all Confidential Information.
  • 18.2 Nothing in clause 18.1 prevents a party from disclosing Confidential Information if disclosure is:
    • (a) required by law, or Regulator (but only to the extent required);
    • (b) is reasonably required to enable a party to perform its obligations or exercise its rights under these Terms; or
    • (c) to a Related Company or Representatives on a ‘need to know’ basis, provided that person is under a duty to keep the Confidential Information confidential in accordance with these Terms.
  • 18.3 We may also use any information that we collect in connection with the Products and Services, in accordance with applicable law, to improve our Products and Services, for statistical and research purposes, and for general information purposes including to provide industry and market insights. You grant us a non-exclusive, perpetual, irrevocable, royalty-free licence to use and sub-licence information for this purpose. Any information that we disclose or publish will be in a fully aggregated and de-identified form (to ensure that it does not identify any individuals and your information remains confidential).

19. Intellectual property

  • 19.1 We own all rights, title and interest in the intellectual property rights in the Products and Services at all times.
  • 19.2 Any new intellectual property which is created by us or on our behalf, including as a result of, or in connection with, the provision of our Products and Services, will be owned by us, unless otherwise agreed in writing.
  • 19.3 You assign all intellectual property rights to us with effect from creation, to the extent required to give effect to clause 19.1 and 19.2, and agree to do all things reasonably required by us to give effect to such assignment.
  • 19.4 You warrant that the use by us of any designs, instructions or specifications supplied to us by you will not infringe the intellectual property rights of any other person and indemnify us against any losses, damages, liabilities or costs (including full legal costs) that we may suffer or incur in the event of any such infringement.

Part F: Dispute Resolution And Liability

20. Dispute Resolution

  • 20.1 If a dispute arises out of or in connection with these Terms, either party may give a notice to the other setting out the details of the dispute (Dispute Notice).
  • 20.2 Following receipt of a Dispute Notice:
    • (a) a Representative of each of us (with authority to settle the dispute) will meet, within 10 Business Days, to try to resolve the dispute;
    • (b) if the dispute is not resolved within 10 Business Days of our Representatives meeting (or if the meeting does not take place, for any reason, within 10 Business Days of the date of a Dispute Notice), the dispute will be referred to the senior manager of each party (if applicable), who will try to resolve the dispute within a further 10 Business Days; and
    • (c) if the dispute is not resolved by our respective Representatives in accordance with clause 20.2(b), then either party may commence court proceedings.
  • 20.3 This clause 20 does not restrict either party from applying to a court for interim measures or any other form of urgent relief at any time. However, neither party may commence any other form of court proceeding without first following the procedure set out in this clause 20.
  • 20.4 Each party must continue to perform its obligations in these Terms, despite the existence of a dispute, subject to the termination rights set out in these Terms.

21. Consumer Guarantees Act and Fair Trading Act

  • 21.1 If the Products and Services include any Consumer goods or services, nothing in these Terms will affect any rights you may have as a consumer under the Consumers Guarantees Act 1993 (CGA) and the Fair Trading Act 1986 (FTA).
  • 21.2 If you are acquiring, or hold yourself out as acquiring, the Products and Services in trade, to the extent permitted by law:
    • (a) for the purposes of section 5D of the FTA, the parties are contracting out of sections 9, 12A, 13 and 14(1) of the FTA;
    • (b) you are contracting out of the CGA (to the extent that the CGA would otherwise apply to any matters covered by these Terms); and
    • (c) it is fair and reasonable for the parties to be bound by this clause 21.2.
  • 21.3 If you are acquiring any Products for the purpose of resupply in trade, you undertake that you will:
    • (a) contract out of the CGA to the maximum extent permitted by law in your contracts with your own customers; and
    • (b) procure that your customers, and each other person in the distribution chain thereafter, contract out of the CGA to the maximum extent permitted by law in their contracts with customers.

You will indemnify us against any liability or cost incurred by us as a result of your breach of this clause 21.3.

22. Warranties

  • 22.1 We warrant that all Products and Services are free from material defects in materials and workmanship. However, this warranty will not cover any defect or damage to the extent that it is caused by:
    • (a) any fault or defect in our Products or Services resulting from any of your (or your Representatives') acts or omissions (outside of the ordinary use of the Products or Services); or
    • (b) minor deviations in specification, measurements, colour, weight, size or strength of the Products.
  • 22.2 To the fullest extent permitted by law (including as set out in clause 22.1), except as expressly set out in these Terms, we expressly exclude all warranties, representations, descriptions, statements, terms or conditions (whether express or implied) whether under statute, law, trade, custom or otherwise that would apply to the Products and Services including all warranties relating to the suitability for resale, quality, or fitness for any particular purpose, of our Products or Services. Notwithstanding the provisions of this clause 22, if it is deemed that the Products and Services supplied by us are defective, then the provisions of clause 24 would apply.

23. Third-party suppliers

  • 23.1 If you request and authorise us to arrange the provision of Products or Services directly to you by a third-party supplier (whether or not such arrangement involves us contracting as your agent), to the extent applicable, these Terms will apply to our Services in arranging such supply, provided that we exclude all liability in connection with the supply of Products and Services to you directly by a third-party supplier. You agree to pay any commission or other payments due to us in accordance with these Terms.

24. Limitation of liability

  • 24.1 To the extent permitted by law, our total liability under or in connection with these Terms and the Products and Services is limited to, at our option:
    • (a) in the case of Products, any one or more of the following:
      • (i) the replacement of the Products or the supply of equivalent products;
      • (ii) the repair of the Products;
      • (iii) the payment of the cost of replacing the Products or of acquiring equivalent products; or
      • (iv) the payment of the cost of having the Products repaired.
    • (b) in the case of Services:
      • (i) supplying the Services again; or
      • (ii) the payment of the cost of having the Services supplied again.
  • 24.2 If we have any liability under or in connection with these Terms, to the maximum extent permitted by law:
    • (a) our total aggregate liability to you for any loss, damage, or liability arising out of or in connection with these Terms will be limited to the Price paid by you to us for the applicable Products and/or Services; and
    • (b) we will not be liable for any:
      • (i) indirect, special, or consequential loss or damage whatsoever; or
      • (ii) loss of profits, revenue, data, goodwill, customers or opportunity, or loss of or damage to reputation.
  • 24.3 The limitations and exclusions on liability in this clause 24 will apply irrespective of the legal basis for the applicable claim, including contract, equity, tort (including negligence), or statute.
  • 24.4 In no circumstances will we have any liability whatsoever under or in connection with these Terms:
    • (a) for the acts or omissions of your Representatives or any third party;
    • (b) for any act or omission of performance in accordance with your instructions (or instructions from your Representatives); or
    • (c) to any third party.

Part G: General

25. General

  • 25.1 Governing Law: These Terms are governed by and to be construed in accordance with the laws of New Zealand and each party submits to the exclusive jurisdiction of the courts of Auckland, New Zealand.
  • 25.2 Previous Agreements: These Terms constitute the entire agreement of the parties about its subject matter and supersedes any previous written agreements and written representations.
  • 25.3 Sub-contracting: We may subcontract the performance of our obligations (including to a Related Company), on the basis we remain solely liable to you for the performance of our obligations.
  • 25.4 Assignment: You must not assign, novate, or transfer your rights or obligations under these Terms without our prior written consent (which may be withheld in our sole discretion). We may assign these Terms to any other person on notice to you (provided that we will request your prior approval (not to be unreasonably withheld or delayed) if the assignment could have any material adverse effect on you). Without limiting the foregoing, we may assign to any other person all or part of the Amount Owing by you to us.
  • 25.5 Amendments: Any amendment to these Terms must be in writing signed by each party, except where stated otherwise in these Terms or where we are required to make changes to ensure compliance with applicable laws (in which case we notify you of the changes in writing).
  • 25.6 Force majeure: We will not be liable to you for any failure or delay in performing our obligations under these Terms where such failure or delay is caused by events or circumstances beyond our reasonable control, including any strike, lockout, labour dispute, delay in transit, embargo, epidemic, pandemic, accident, emergency, order of government or other authority, or act of God.
  • 25.7 Waiver: A single or partial exercise or waiver of a right relating to these Terms does not prevent any other exercise of that right or the exercise of any other right.
  • 25.8 Survival: Any provision of these Terms, which is by its nature a continuing obligation, will survive termination.
  • 25.9 Rights of Third Parties: These Terms are not intended to confer a benefit on any person other than the parties to these Terms.
  • 25.10 Relationship: We will provide Products and Services to you as an independent service provider. Nothing in these Terms creates any partnership, joint venture, or employment relationship between the parties.
  • 25.11 Non-exclusive: These Terms are not exclusive and do not impose any restriction on us providing Products and Services to, or you purchasing any product or services from, any other person.
  • 25.12 Counterparts: These Terms may be executed in any number of counterparts (including by electronic signature or by email exchange of .pdf copies) which together will constitute the one instrument.

Part H: Dictionary

26. Definitions

  • Amount Owing means any amount owed by you to us, from time to time, including the Price, any applicable amounts referred to in clause 8.4, any interest payable by you, your liability under these Terms, and any enforcement costs incurred by us in seeking payment of any Amounts Owing by you.
  • Business Day means Monday to Friday, excluding public holidays in New Zealand.
  • Confidential Information means all information that could be reasonably regarded in the circumstances as confidential, including information which relates to the business, interests or affairs of a party, the terms of use, the Products and Services (as applicable), and intellectual property rights, but excludes information which is:
    • (a) in the public domain, other than as a result of a breach of these Terms;
    • (b) in the possession of a party prior to the commencement of these Terms without any obligation of confidentiality; and
    • (c) is independently developed or acquired by a party prior to the commencement of these Terms without relying on information which would itself be Confidential Information.
  • Consumer has the meaning given to that term in the Consumers Guarantees Act 1993.
  • Delivery Date means the date for delivery of the Products and/or Services, as specified in the Order.
  • Equipment means equipment (including any accessories and associated services), supplied under a subscription agreement by us to you at any time, including the Equipment specified in an Order.
  • Insolvency Event means, in relation to a party, any step is taken toward any of the following steps, or any of the following steps has occurred:
    • (a) the primary, or all, of its business activities being suspended or ceasing;
    • (b) the presentation of an application for its liquidation;
    • (c) the making of any compromise, proposal or deed of arrangement with all or some of its creditors;
    • (d) the appointment of a liquidator, receiver, statutory manager, or similar official;
    • (e) the suspension or threatened suspension of the payment of its debts;
    • (f) the enforcement of any security against the whole or a substantial part of its assets;
    • (g) if you are an individual, anything having a similar effect to any of the events specified above happens in relation to you; or
    • (h) any other insolvency event or proceedings analogous to any of the foregoing occurs in any relevant jurisdiction, in each case, unless it takes place as part of a solvent reconstruction, amalgamation, merger or consolidation.
  • Order means an Order for Products or Services that you submit to us, and we approve, in accordance with clause 2.
  • Personal Information has the meaning given to that term in the Privacy Act 2020.
  • PPSA means the Personal Property Securities Act 1999.
  • Price means the Price payable, in accordance with clause 8.1.
  • Products means any Products (and associated Services) supplied by us to you at any time, including the Products specified in an Order.
  • Regulator means any authority, commission, government department, court, tribunal, or similar having regulatory or supervisory authority over the parties or any of the Products and/or Services.
  • Related Company has the meaning given to it in the Companies Act 1993, read as if a reference to company was a reference to any body corporate of any jurisdiction.
  • Representatives means directors, officers, employees, agents, and contractors of the relevant party.
  • Services means any Services supplied by us to you at any time, including the Services specified in an Order.
  • Specific Terms means the terms (if any) that are included in Part I to these Terms.
  • Terms means these Terms of Trade (including any Specific Terms outlined in Part I), as may be amended from time to time, each Order, and any additional terms expressly agreed in accordance with clause 1.2 (if applicable).
  • We or us means the supplier of Products and Services, PSG Limited T/A Computer Lounge.
  • You or your means the customer purchasing Products and Services from us.

27. Interpretation

  • 27.1 In these Terms, unless the context otherwise requires:
    • (a) headings are for convenience only and do not affect interpretation;
    • (b) a reference to legislation includes all regulations, orders, instruments, codes, guidelines or determinations issued under that legislation or any modification, consolidation, amendment, re-enactment, replacement, or codification of it;
    • (c) a reference to “in writing” includes by email;
    • (d) the words “include” or “including”, or similar expressions, are to be construed without limitation;
    • (e) a reference to a party to includes that party’s successors and permitted assigns and substitutes; and
    • (f) a word importing the singular includes the plural and vice versa.

Part I: Specific Terms

28. Additional charges

  • 28.1 We reserve the right to vary the Price in the event of:
    • (a) Product availability; or
    • (b) additional consumable Products required under the subscription agreement; or
    • (c) if a variation to the Products that are to be supplied is requested; or
    • (d) if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or
    • (e) where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, change of design, availability of components, delays in sourcing components, etc.) which are only discovered on commencement of the Services; or
    • (f) in the event of increases to us in the cost of labour or materials (including, but not limited to, overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges) which are beyond our control.
  • 28.2 Any variations to the Price will be dealt with in accordance with the provisions of clause 2.11.

29. Description of Products

  • 29.1 While we endeavour to provide accurate descriptions of Products, we cannot warrant that the description is accurate. We shall reserve the right to correct any error or omission should they become aware of any such inaccuracy.
  • 29.2 Any image provided by us is for illustrative purposes only, and we cannot guarantee that the image shall reproduce in true colour or that the image will reflect or portray the full design or options relating to the Products.

30. Hardware compatibility

  • 30.1 We are not responsible for the compatibility and/or hardware configuration of your components. Due to the different configurations, we do not guarantee a component works with your system. We endeavour to provide as much information on each component as possible but the final decision is yours to verify it works on your system. If the component is incompatible it does not mean it is faulty.

31. Your acknowledgments

  • 31.1 You acknowledge that we are only responsible for parts that are replaced by us and do not at any stage accept any liability in respect of previous services and/or goods supplied by any other third party that subsequently fail and are found to be the source of the failure, you agree to indemnify us against any loss or damage to the Products, or caused by the goods, or any part thereof howsoever arising.

32. Finance

  • 32.1 If this contract is conditional upon you obtaining capital funding from a financial institution then you shall provide us with written confirmation of the loan approval within 5 working days of the date of signing this contract.
  • 32.2 In the event any such loan application is declined then you shall have the right to withdraw from this contract subject to you providing us with written evidence within 5 working days of the date of signing this contract that the loan was declined. Upon receipt of such evidence we shall refund you any deposit paid less any expenses incurred by us for any Services performed to date.
  • 32.3 In the event that we are to organise such funding then in accordance with the Credit Contracts and Consumer Finance Act 2003 a separate contract independent of these terms and conditions must be completed for the purpose of the contract of sale.
  • 32.4 Nothing in this contract is intended to have the effect of contracting out of any provisions of the Credit Contracts and Consumer Finance Act 2003 where whichever may apply.

33. Third-party software

  • 33.1 Where the Services use third-party software and/or applications, you:
    • (a) accept that we shall not be held liable or responsible for any software and/or applications provided by a third-party provider (including, but not limited to, updates, patches, or new versions); and
    • (b) will procure all necessary licences and/or consents or register with the third-party software/application where applicable; and
    • (c) that any issues arising from the use of such third-party supplied software or application, such liability, damages, loss, or costs remain with the third-party supplier and not us.

34. Subscription agreements

  • 34.1 You acknowledge and accept that:
    • (a) the commencement date shall be the date of the first delivery of the Services under a subscription agreement, or from the date of signing, whichever, is the earlier. The subscription agreement shall be for the period (‘initial term”) as agreed between both parties and shall revert to a monthly roll over basis automatically, thereafter, unless agreed otherwise until terminated by either party by giving at least a calendar month's notice as defined in the subscription agreement prior to the expiration date of the initial term or any additional term;
    • (b) the Price stated will remain fixed for an initial period of 12 months from the date of this contract and will then be subject to revision on the basis of the movement in the Consumer Price Index (CPI);
    • (c) a setup fee shall be required and payable immediately.
  • 34.2 In the event of the premature termination of this contract (including by notification from you, (at least a calendar month prior to the expiration date of the subscription agreement term), or as a result of default, but excluding any breach or termination of this contract by us), you shall be responsible for the immediate payment of the following sums:
    • (a) all monies due and payable up to the date of termination, noting applicable rates may change if the subscription agreement term is shorter than that noted in the quotation; and
    • (b) all other sums owing by you under this contract (or any other contract) as a result of the default and termination of this contract, including consequential damages and any and all loss of profits, costs, charges, and expenses incurred by us in connection with (and resulting from) the premature termination of this contract, which shall be calculated at a minimum of 30% of the remainder of the Price under this contract where a fixed term applies.

35. Your responsibilities under a subscription agreement

  • 35.1 We retain ownership of Equipment. However, all risk relating to the Equipment you hire passes to you on delivery until the end of the subscription period.
  • 35.2 You must comply (and procure that your Representatives comply) with the responsibilities set out in clause 35 and you acknowledge that, if you fail to do so, the consequences set out in clause 36 will apply (in addition to any other rights that we may have).
  • 35.3 You must inspect the Equipment on the date of delivery (or, if inspection on that date is not reasonably practicable, on the date of first use) and promptly notify us of any defect, damage, or other issues with the Equipment on delivery.
  • 35.4 You must promptly notify us of any mechanical breakdown, damage, or accident relating to the Equipment during the subscription period.
  • 35.5 Upon request from us, you must immediately stop using the Equipment and allow us to inspect, or return to us, Equipment that is the subject of a notice in accordance with clauses 35.3 and 35.4.
  • 35.6 You must:
    • (a) keep Equipment in your own possession and control;
    • (b) take all reasonable care in handling Equipment;
    • (c) securely store Equipment when not in use;
    • (d) maintain Equipment in accordance with our directions and manuals provided;
    • (e) follow any instructions, recommended uses, applications, and installation methods for Equipment and observe any cautions and/or warnings;
    • (f) procure all necessary licences and materials necessary for the continued use and operation of the Equipment;
    • (g) return the Equipment to us at the end of the subscription period, in the same order and condition as at the commencement of the subscription period (fair wear and tear expected), complete with all parts and accessories, and in a reasonably clean state.
  • 35.7 You must not:
    • (a) on hire the Equipment without our consent; or
    • (b) alter or make any additions to the Equipment including but without limitation altering, making any additions to, defacing, or erasing any identifying mark, plate or number on or in the Equipment or in any other manner interfere with the Equipment; or
    • (c) exceed the recommended or legal load and capacity limits of the Equipment; or
    • (d) use or carry any illegal, prohibited, or dangerous substance in or on the Equipment; or
    • (e) fix any of the Equipment in such a manner as to make it legally a fixture forming part of any freehold.
  • 35.8 You must also:
    • (a) insure Equipment (in accordance with clause 37);
    • (b) comply with your health and safety obligations (in accordance with clause 16); and
    • (c) promptly notify us of any issues relating to the Equipment.

36. Consequences of a breach

  • 36.1 If Equipment is:
    • (a) destroyed, or written off during the subscription period, or not returned to us, you must reimburse us for the replacement cost of the relevant Equipment (as notified by us to you, with such evidence as you may reasonably request);
    • (b) not returned to us with all parts and accessories, sub-clause (a) above will apply in respect of the relevant parts and accessories;
    • (c) damaged during the subscription period (for clarity, excluding fair wear and tear), you must reimburse us for all costs of repairing the damage; or
    • (d) not returned to us clean and in good order, you must reimburse us for all cleaning costs.
  • 36.2 If we make a claim under our insurance in relation to damage to or destruction of Equipment during the subscription period, we will not claim the same amount from you but you must reimburse us for any applicable excess.
  • 36.3 If you do not promptly return Equipment at the end of the subscription period (or, on request, if an Insolvency Event occurs), we or our Representatives may enter any premises where Equipment may be stored to take possession of the relevant Equipment.

37. Insurance

  • 37.1 You must maintain in full force and effect during the subscription period comprehensive insurance cover for the Equipment you hire against physical loss or damage including accident, fire, theft, and such other risks as would be prudent for the relevant Equipment. You must keep and maintain adequate public liability insurance covering any loss, damage, or injury to property arising out of the Equipment you hire. You will not vitiate any such insurance policy or do anything which causes any right under any such insurance policy not to have full force and effect (including using Equipment or permitting it to be used in such a manner as would allow an insurer to decline a claim).
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