Terms & Conditions

Standard Terms and Conditions

Taxes and GST – Goods and Services

The amount stated as payable to Information Potential Pty Ltd (“Price”) in this quotation/proposal/tender is inclusive of existing taxes, duties and government charges imposed or levied in Australia in connection with the supply of the Products or Services unless stated otherwise. Customer shall be liable for any new taxes, duties or charges imposed subsequent to this document in respect of the supply of Products or Services.

Terms and Conditions of Supply

Information Potential Pty Ltd (ABN 77 102 458 604) (“InfoPot”) agrees to supply goods (“Products”) and/or services (“Services”) to the Customer on these standard terms and conditions (“Terms”). All Products and Services are supplied on these Terms.

Purchase orders for Products or Services will constitute an offer by the Customer and may only be accepted by Information Potential Pty Ltd in writing. Any amendments to purchase orders for Products or Services previously accepted by InfoPot must be approved by InfoPot in writing. Terms and conditions attached to or incorporated in a purchase order do not form part of the agreement between the parties where they are inconsistent with these terms.

Payment terms may vary from 0 to 30 days subject to a credit approval. Once approved, the payment term is strictly from the date of invoice or earlier if specified on invoice. Goods will be invoiced on delivery. Services will be invoiced as prescribed in the documents describing the Services to be supplied.

Any amount not paid on the due date for payment will carry interest from that date until payment is made in full at the rate being 2% above the overdraft rate charged on overdraft accounts over $100,000 by the Commonwealth Bank of Australia from time to time.

InfoPot makes no warranty in relation to the Products other than as provided by their respective manufacturers as made known to the Customer in the documents supplied by InfoPot or the manufacturer or as otherwise published or made known to the Customer.

Delivery, Returns and Insurance 

InfoPot will use its reasonable endeavours to deliver Products or Services to the Customer on the date agreed during the Customer’s normal business hours, but will not be liable for any delays in such delivery caused as a result of matters beyond its control. The time for delivery of Products or Services by InfoPot will not be of the essence.

Products returned will only be credited in full to the Customer’s account if received by InfoPot in the same condition as initially delivered by InfoPot to the Customer and received by InfoPot within 14 days of initial delivery.

Risk of loss, theft, damage, deterioration or destruction of Products passes to the Customer upon the earlier of:

1. Delivery to the Customer;
2. the taking of possession by the Customer; and
3. the delivery to any carrier (who will be deemed to be agent of the Customer) for delivery to the Customer.

Title 

Until the Products have been paid for in full, they remain the property of InfoPot. If the Customer fails to pay any moneys to InfoPot when due, InfoPot may immediately without notice or demand enter upon the Customer’s premises and take possession of the Products. This right is without prejudice to any other rights that InfoPot may have. Software will be licensed to the Customer on the terms of the relevant licence agreement provided with the Product or as otherwise agreed between InfoPot and the Customer in writing.

Confidentiality 

InfoPot and the Customer agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other. In this clause, “confidential information” means information in any form but does not include information that is already in the public domain at the time that it is disclosed or becomes part of the public domain otherwise than as a result of an unauthorised disclosure by InfoPot or the Customer.

Intellectual Property  

The Customer acknowledges that all intellectual property rights arising out of the provision of Services by InfoPot (including any intellectual property rights in any software written by or on behalf of InfoPot and any discoveries, inventions, patents or designs) are and will remain the property of InfoPot. The Customer agrees to do all things necessary, at InfoPot’s request, to effect an unconditional and irrevocable assignment of any intellectual property rights referred to in this clause.

Termination   

Where the Customer:

1. makes default in any payment or breaches any of these Terms;
2. becomes unable to pay its debts as and when they fall due; or
3. commits an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver manager or administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up,

InfoPot may without prejudice to any of its rights or remedies under these Terms or otherwise by notice to the Customer:

1. suspend further deliveries and require payment in advance for all such deliveries;
2. recover possession of any Product for which payment has not been made;
3. terminate all or any purchase orders for Products or Services which have been accepted by InfoPot;
4. claim immediate payment of all moneys due by the Customer in respect of all Products and/or Services which will then be immediately due and payable notwithstanding the due date or dates for payment or any terms agreed by InfoPot; and/or
5. continue to enforce its rights and recover from the Customer such payments and any other amounts owing as and when they fall due.

No Representations    

The Customer acknowledges that InfoPot has not made any warranty or representation, express or implied, in relation to the Products or the Services, including whether they are suitable for a particular purpose (whether such purpose was made known to InfoPot or not).

Implied Terms     

To the fullest extent permitted by law, the parties agree to exclude any terms, which would otherwise be implied into these Terms by any statute.

The liability of InfoPot for a breach of a condition or warranty implied into this agreement by the Trade Practices Act, 1974 is limited at the option of InfoPot:

1. if the breach relates to goods, to the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and
2. if the breach relates to services, the supplying of the services again or the payment of the cost of having the services supplied again.

Limitation of Liability      

InfoPot will not be liable to the Customer for any damages for loss of profits, opportunity, revenue, data or use or corruption of data arising out of or in relation to the supply of Products and/or Services, even if InfoPot knew or should have known of the possibility of such loss or damage or whether damages are claimed in contract, negligence or other tort or statute.

SPAM Act       

In accordance with the Spam Act 2003, by agreeing to these terms you consent to you and/or your organisation receiving electronic correspondence from InfoPot and their authorised 3rd parties in relation to promotions, invitations, brochures, newsletters, surveys etc. If you wish to unsubscribe from receiving such electronic correspondence than please email unsubscribe@infopot.com.au.

Staff Engagement 

The customer acknowledges and agrees that it, its subsidiaries and its agents, cannot employ or engage in the service(s) of any InfoPot staff, whether permanent, part-time or contractor, within twelve (12) months of:

1. the staff’s termination/resignation/expiration of employment contract with InfoPot; and/or
2. the termination/expiration of this agreement between the customer and InfoPot.

Variation        

Any variation to these Terms must be in writing.

General         

All notices must be in writing and sent by mail, hand delivery or transmitted by facsimile to the address or facsimile number of the receiving party.

No leniency, indulgence or extension of time granted by InfoPot to the Customer will prejudice any of InfoPot’s rights in any way or constitute a waiver of any of InfoPot’s rights. If any of these Terms are for any reason declared to be or become unenforceable, invalid or illegal, the remaining terms will remain in full force and effect.