Terms & Conditions Of Sale
1. Definition
"Synergy Plus" means Synergy Plus Operations Pty Ltd (ACN 009 261 116), formally ComputerCORP (Operations) Pty Ltd, a wholly owned subsidiary of ComputerCORP Limited (ACN 091 126 082);
"buyer" means the person placing an order with Synergy Plus for the supply of goods;
"goods" means the products including, but not limited to:
(a) the supply of computer hardware and software by way of sale, design, manufacture, configuration, installation;
(b) repair of computer hardware and software; and/or
(c) the provision of technical support services for network solutions and managed services,
which are the subject of an order placed by the buyer;
"person" means a person over the age of eighteen years, a corporation, partnership and unincorporated body, words importing the singular include the plural and vice versa, and words importing any gender include all other genders;
"this agreement" means the Terms and Conditions of Sale set out herein.
2. Payment
(a) The buyer shall pay for goods:
(i) within thirty (30) days from the date of invoice , or
(ii) as otherwise varied by agreement as evidenced in writing between Synergy Plus and the buyer ("varied payment terms");
("the credit facility")
(b) Synergy Plus may, from the date payment for goods is due pursuant to clause 2(a):
(i) permanently withdraw the credit facility and, as at the date of withdrawal of the credit facility, demand immediate payment of the total amount due and payable to Synergy Plus for goods ordered;or
(ii) temporarily withdraw the credit facility and, as at the date of temporary withdrawal of the credit facility, stop credit until such time as arrears are brought within the credit facility terms;
(c) Where varied payment terms apply pursuant to clause 2(a)(ii), varied payment terms only vary the terms for payment for goods and will not otherwise affect the terms and conditions of this agreement unless specifically provided for as part of the varied payment terms;
(d) Any payment towards satisfaction of the terms of clause 2(a) may be applied by Synergy Plus in any manner it sees fit and at its option Synergy Plus may apply a payment or payments first in satisfaction of those payments which have been payable for the greater length of time; and
(e) In the event that the buyer is in breach of the terms and conditions of this agreement, by failure to pay for goods pursuant to the terms of clause 2(a), or breach of any other term and condition, the buyer will pay Synergy Plus eight per cent (8%) per month interest on the outstanding amount calculated from the date payment is due to the date payment is made.
3. Retention of Title
(a) Synergy Plus retains the legal and equitable title to goods until full payment is received from the buyer for goods;
(b) Until Synergy Plus receives full payment for goods, the
buyer shall:
(i) hold goods as bailee for Synergy Plus;
(ii) grant Synergy Plus the right to enter without notice the buyer's premises, or the premises at which goods are stored, without liability for the trespass or any resulting damage to retake possession of goods;
(iii) ensure that goods are stored so they are clearly identifiable as the property of Synergy Plus; and
(iv) not alter or change goods so as to change their quality or nature;
4. Quotes
(a) All Quotes raised and issued by Synergy Plus are valid for a period of 7 days from the date of issue (“the 7 day period”) unless otherwise stated;
(b) Where a quote expires, a further quote will need to be issued by Synergy Plus prior to a Purchase Order being accepted.
5. Warranties
(a) Synergy Plus gives no express warranty made by or on behalf of Synergy Plus in relation to goods or their supply. The Trade Practices Act 1974 and the Fair Trading Act 1987 may imply certain conditions and warranties into this agreement for the benefit of the buyer. To the extent that such conditions and warranties in respect of goods may, as between Synergy Plus and the buyer, lawfully be excluded, all such conditions and warranties are expressly excluded.
(b) Where products are covered by a standard manufacturer warranty the terms and extent of that warranty attach to the goods sold and that warranty extends to the buyer. Extended manufacturer and Synergy Plus warranty and support contracts or hourly rate options are available at additional costs
6. Waiver
If Synergy Plus fails or neglects to enforce at any time the provisions of this agreement this shall not:
(a) be construed, nor shall it be deemed to be, a waiver of any of Synergy Plus's rights;
(b) in any way affect the validity of the whole or any part of this agreement or prejudice Synergy Plus's right to take subsequent action.
7. Returns & Cancellations
(a) Synergy Plus may accept return of goods if notification is received from the buyer within 14 days from the date of invoice except in relation to licenses and warranties which require notification within 7 days from the date of invoice;
(b) Except where required by law Synergy Plus may also accept return of goods that have been incorrectly ordered provided that the goods have not been used and provided further that the buyer agrees to pay freight costs associated with the return and a minimum restocking fee of five per cent (5%) of the value of goods ordered or the amount charged to Synergy Plus by the supplier, whichever is the greater and provided the supplier agrees to provide Synergy Plus with a return authorisation;
(c) Synergy Plus will not accept the return of goods which are returned as dead on arrival and no fault is discovered and will not accept the return of goods which have been added to, used, modified, varied or changed by any person other than Synergy Plus. Synergy Plus will not, under any circumstances, accept the return of goods that are sold as ex-rental, ex-demo, clearance stock or goods notified to the buyer as non-returnable; and
(d) Synergy Plus shall have no liability for any damage or defects in the goods and/or packaging delivered to the buyer which arise as a consequence of improper storage, warehousing or transport, neglect, abuse or improper use, installation, maintenance or unauthorised repairs.
(e) Synergy Plus may agree to cancel the buyer's order on request from the buyer where :
(i) the buyer requests cancellation of the buyer's order prior to Synergy Plus placing its order with its supplier;
(ii) the buyer requests cancellation of the buyer's order placed by Synergy Plus with it's supplier and the supplier agrees to cancel Synergy Plus' order provided that, prior to Synergy Plus requesting its supplier cancel Synergy Plus' order, the buyer agrees in writing to pay any and all charges arising from the cancellation of the buyer's order.
(f) In the event that the supplier so agrees, Synergy Plus may agree to cancel the buyer's order where the goods the subject of the buyer's order have already been shipped by the supplier to Synergy Plus provided that :
(i) the supplier agrees to provide Synergy Plus with a return authorisation; and
(ii) prior to Synergy Plus requesting its supplier cancel Synergy Plus' order, the buyer agrees in writing to pay any and all charges arising from the cancellation of the buyer's order.
(g) In the event that the supplier does not agree, Synergy Plus will not cancel the buyer's order where the goods the subject of Synergy Plus' order have already been shipped by the supplier to Synergy Plus.
"Shipped" means where goods the subject of Synergy Plus' order have departed the supplier's store.
8. Severability
In the event that any part of the provisions of this agreement are deemed to be invalid, unlawful or unenforceable to any extent, such provision shall be severed from the remaining provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.
9. Law
Synergy Plus and the buyer agree that the provisions of this agreement shall, in the event of dispute, be construed in accordance with the law of the State of Western Australia and be resolved by a Western Australian court.
10. Copyright, trademarks, patents and intellectual property rights
(a) The buyer acknowledges any and all of the trademarks, trade names, patents, copyrights and other intellectual property rights embodied in or in connection with the products and information, documentation, parts or software relating to properties supplied by Synergy Plus;
(b) The buyer shall not, during or after the expiry or termination of this agreement, without the prior written consent of Synergy Plus, adopt any name, trade name, trade style or commercial designation or design used by Synergy Plus, reproduce any art appearing on the package of any goods or copy, sell or hire or offer for sale or hire a copy of goods;
(c) The buyer shall indemnify Synergy Plus against all liabilities, costs and expenses which Synergy Plus may incur, or become liable to incur, as a result of work done in accordance with the buyer's specifications or as a result of the combination or use of goods with other equipment parts or software not supplied by Synergy Plus involving infringement of any patent, copyright or other proprietary right.
11. Entire Agreement
This agreement forms the entire agreement between Synergy Plus and the buyer and the buyer acknowledges that no warranty, express or otherwise, except as specifically provided for herein forms part of this agreement save and except to the extent set out in the varied payment terms and which varied payment terms also form part of this agreement.
12. Costs, Expenses and Disbursements
All costs, expenses or disbursements incurred by Synergy Plus in the maintenance of the Purchasers account including debt collection agency fees and legal costs arising:
As a consequence of the Purchaser's default in observing the terms and conditions of sale;
As a result of any of the Purchaser's cheques being dishonoured; or by reason of Synergy Plus requiring any further security to be provided; shall be payable by the Purchaser upon demand.
13. Variation
Synergy Plus reserves the right to vary, or amend, these Terms & Conditions of Sale at any time, and from time to time, without notice
Pre-PaidLabour (PPL) Terms And Conditions - discontinued as of 31 May 2009
These terms and conditions are to be read in conjunction with, and form part of, the Terms and Conditions of Sale.
Definitions:
"Business hours" means Monday to Friday (inclusive) from 8.30am to 5.00pm excluding public holidays;
"Hourly rate" means the rate payable as set out in the Rate Schedule
"Metropolitan area" means up to 80 kilometers from the GPO in city in which the service is to be provided;
"PO" means the buyers purchase order;
"Rate Schedule" means the schedule setting out the agreed rates payable for prepaid labour;
"Regional services" means services provided outside the metropolitan area;
"RRP" means the recommended retail price;
"Services" means the provision of IT support services;
"Standard attendance" means attendance by the next available engineer, either onsite or remote;
"Standard service coverage" means within the metropolitan area;
(1) Pre Paid Labour is only able to be purchased in $1,000.00 Ex GST increments.
(2) The initial call will be responded too within 30 minutes by a Synergy Plus employee by email, telephone or fax etc.
(3) All subsequent calls will be responded too as a standard attendance;
(4) Services provided after business hours will be charged at double time with the minimum charge being 2 hours at double time rates.
(5) The cost of services will be deducted from the prepaid labour account, at the hourly rate prevailing as at the date of the provision of the services, in increments of 15 minutes;
(6) Prepaid labour rates will be discounted from the RRP rate;
(7) All travel time in provision of services will be deducted at the hourly rate prevailing as at the date of the provision of the services;
(8) Monies paid by the buyer for prepaid labour is non-refundable with unused credit expiring after 180 days of inactivity;
(9) Monies paid by the buyer for prepaid labour cannot be exchanged for provision of product or managed services;
(10) Monies paid by the buyer for prepaid labour cannot be used for third party product and/or services;
(11) Synergy Plus may, in its absolute discretion, decline the provision of services due to insufficient funds standing to the credit of the buyers prepaid labour account or where the prepaid labour account is in arrears;
(12) Where a prepaid labour account is in arrears, any services provided will be charged at full RRP rates with no discounts applying as and until the prepaid labour account is brought into terms;
(13) Synergy Plus reserves the right to confirm a PO prior to providing services;
(14) Synergy Plus will issue a prepaid labour statement on a monthly basis;
(15) Pricing for :
a. Regional services;
b. Services provided by a Synergy Plus agent; and/or
c. Services provided by a Synergy Plus subcontractor
may vary from time to time and Synergy Plus reserves the right to revise hourly rates from time to time without notice except to the extent as set out in the Rate Schedule.
Pre-Paid Services (PPS) Terms And Conditions - effective 1 June 2009
These terms and conditions are to be read in conjunction with, and form part of, the Terms and Conditions of Sale.
1. INTERPRETATION
1.1 Definitions:
In this document:
“Business Day” means any week day not being a proclaimed State or Australian public holiday;
“CEO” means the Chief Executive Officer of Synergy Plus at the relevant time;
“Synergy" or "Synergy Plus” means Synergy Plus Operations Pty Ltd, who will supply the Pre-Paid Service (PPS);
“Customer” means the company commissioning the PPS from Synergy Plus as per a PPS Agreement and these terms and conditions;
“Force Majeure” means any act, omission or circumstance over which a party does not or could not reasonably have exercised control including but not limited to riot, war, invasion or act of foreign enemies, acts of terrorism, or hostilities, ionising radiation or contamination, radio activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radio active, toxic, explosive or other hazardous properties of any explosive assembly or nuclear component, pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds; and earthquakes, flood, fire or other physical natural disaster, including severe weather conditions;
“GST” means the goods and services tax, as defined in “A New Tax System (Goods and Services Tax) Act 1999”.
“Location” means the locations in clause 2 of Schedule 1;
“PPS” means pre-paid service;
“PPS Account” means the account into which a Customer’s funds and bonuses are placed and accounted for;
“PPS Agreement” means the arrangement entered into between Synergy Plus and the Customer for the supply of PPS, to which these terms and conditions apply;
“PPS Bonuses” means the PPS bonuses as outlined in clause 4;
“PPS Service Fees” means any fees payable by the Customer to Synergy Plus in relation to the provision of the Services, together with any fees charged by Synergy Plus under clause 3.3;
“Services” means the provision of the goods, pre-paid services, other nominated services and information specified as being provided by Synergy Plus to the Customer.
“Standard Rates” means the standard rates of Synergy Plus as varied under clause 3.1.4;
2. SERVICES
2.1 Description of Services
The Services as defined above will be the only services Synergy Plus is required to provide to the Customer under the PPS Agreement. Notwithstanding any agreement, representation or understanding (past, present or future) to the contrary, Synergy Plus is not obliged to provide any other goods, services or information, or do any thing not detailed in the PPS Agreement unless an agreement in writing exists between the parties requiring Synergy Plus to do so.
Synergy Plus will be entitled to invoice the Customer for Services provided to the Customer at Synergy Plus' Standard Rates.
2.2 Exclusions
The Customer cannot use PPS to order or pay for Services where:
2.5.1 the fixed price of the project exceeds $50,000;
2.5.2 where Services are to be provided at less than the standard Service Fee; or
2.5.3 spare parts are to be provided at less than Synergy Plus' standard retail price
unless the Customer has obtained the prior written consent of the CEO of Synergy Plus. If the Customer fails to obtain such written consent, Synergy Plus may charge the Customer at its Standard Rates notwithstanding any other agreement or order.
3. PAYMENT AND EXPENSES
3.1 Payment for Services
3.1.1. In consideration of the provision by Synergy Plus of the Services, the Customer will pay Synergy Plus the PPS Service Fees at the Standard Rates and the Customer agrees Synergy Plus can withdraw the funds from the Customer’s PPS Account, subject to the provisions of clause 3.6;
3.1.2. To the extent that the Customer maintains a credit balance of PPS Fees in the PPS Account, Synergy Plus will deduct any invoiced PPS Service Fees from the Customer’s then current balance of PPS Fees in the PPS Account;
3.1.3. Any fees invoiced by Synergy Plus in excess of the Customer’s credit PPS Service Fees will be invoiced to the Customer’s normal trading account, and payable (plus GST) by the Customer within 10 Business Days of the invoice date provided that all such fees are to be invoiced at the Standard Rates excluding the PPS bonus;
3.1.4. Synergy Plus has the right to change the PPS Service Fees and/or Standard Rates by providing the Customer with 30 days notice in writing.
3.2. Late Payment
No Services will be provided under a PPS Agreement where the Customer’s account has an insufficient credit balance.
3.3. Expenses
3.3.1. The Customer will reimburse Synergy Plus any expenses reasonably incurred by Synergy Plus in the performance of the Services pursuant to the PPS Agreement, including any travel, accommodation and subsistence expenses. All expenses will be deemed to form part of the PPS Service Fees and will be invoiced plus an administration surcharge not less than the PPS bonus granted.
3.3.2. Synergy Plus will, prior to incurring any expense as referred to in clause 3.3.1 obtain the Customer’s prior written approval.
3.4 Provision of Information and Goods
Where, during the course of providing any Services, Synergy Plus is to provide any goods or information to the Customer, Synergy Plus may require the Customer to enter into a separate agreement in relation to the goods or information. Synergy Plus will be deemed not to be in breach of these terms and conditions where the Supplier fails to meet any of its obligations under the PPS Agreement as a direct or indirect result of the Customer unreasonably refusing or delaying its entry into any such agreement for any reason.
3.5. Suspension of Services
Where the Customer has insufficient credit in its PPS Account, no Service will be provided under these terms & conditions.
3.6. Pre Payment
3.6.1. The Customer must, on receipt of a Pre-Paid Service Invoice, pay to Synergy Plus the amount in clause 4 of Schedule 1 (the Purchase Amount);
3.6.2. Synergy Plus may deduct the cost of the Service Fees from the Purchase Amount as the PPS Service Fees are in incurred pursuant to clause 3.1;
3.6.3. The Customer must pre pay the Purchase Amount each time Synergy Plus notifies the Customer that the Minimum Credit Balance in clause 4 of Schedule 1 has been reached, which notice shall be in the form of a Pre-Paid Service invoice.
4. PPS BONUSES
4.1 Bonuses or discounted rates do not apply to goods or materials provided by Synergy Plus during the course of providing the Services pursuant to the PPS Agreement, other than replacement spare parts.
4.2 Bonuses or discounted rates do not apply to any Services provided by Synergy Plus that are not deemed to be part of these PPS terms & conditions.
5. LIABILITY OF SYNERGY PLUS
5.1. Exclusion of Warranties
Subject to clause 5.2 and except as expressly specified in these terms and conditions, Synergy Plus excludes all express and implied warranties, conditions, representations and rights in favour of or exercisable by the Customer in any way relating to the PPS Agreement, including but not limited to any Services provided by Synergy Plus to the Customer pursuant to the PPS Agreement.
5.2. Express Warranties
Synergy Plus warrants that:
5.2.1. to the best of its knowledge, the Services will not infringe the intellectual property rights of any third party; and
5.2.2. the Services will be provided with the level of due care and skill reasonable for the task or project requested by the Customer.
5.3. Limitation of Loss and Damage
Subject to clause 5.7(b), where either party is liable for any loss or damage of any kind, directly or indirectly incurred or suffered by the other party through any cause (including but not limited to direct, indirect or consequential loss or damage, and whether or not based on negligence, breach of contract, statute, common law, equity or otherwise), the total amount recoverable by the other party in relation to:
(a) personal injury (including sickness and death) and/or property damage shall not exceed in aggregate the sum of $1,000,000 for any one incident; and
(b) all other loss or damage, no matter when it was incurred, will not exceed the lesser of:
(i) $1,000,000 for any one incident; or
(ii) for all incidents pursuant to the PPS Agreement, the aggregate amount equal to the PPS
Service Fees actually received by Synergy Plus pursuant to these terms and conditions in
relation to the Services giving rise to loss or damage and received by Synergy Plus in the
immediate preceding 1 month period from the date a party first notifies the other party in
writing that that party has suffered that loss or damage.
5.4. Trade Practices Act
Where any Act of any Parliament implies any term, condition or warranty and the Act voids, prohibits or otherwise limits provisions in a contract excluding, restricting or modifying the application of or exercise of, or liability under those terms, conditions or warranties, such terms, conditions or warranties will be deemed to be included in these terms and conditions. However, the Synergy Plus' liability for any breach of any such term, condition or warranty shall be limited, at the Synergy Plus' option, to any one or more of the following:
(a) In relation to any goods:
(i) The replacement of the goods or the supply of equivalent goods;
(ii) The repair of the goods; or
(iii) The payment of the cost of having the goods repaired
(b) In relation to any Services:
(i) The supplying of the Services again; or
(ii) The payment of the cost of having the Services supplied again.
These terms and conditions, except for the terms set out in clause 5.2, are to be read as being subject to this clause.
5.5. No Reliance
The Customer acknowledges that it has not relied on any term, condition, warranty, undertaking, inducement or representation made by or on behalf of Synergy Plus, or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material produced or provided by or on behalf of Synergy Plus, other than as expressly stated in these terms and conditions.
5.6. No Breach
Synergy Plus will be deemed not to be in breach of the PPS Agreement where the breach is as a result of any breach by the Customer of any of these terms and conditions, or any material delay by the Customer in providing Synergy Plus or its representatives with any material, requested materials, information, items, site access or things reasonably necessary for Synergy Plus to perform the Services and which the Customer is obliged to provide pursuant to these terms and conditions.
5.7. Indemnity
Synergy Plus indemnifies and keeps indemnified the Customer against all costs, losses, damages or expenses incurred as a direct result of a claim by a third party that the Customer’s use of the Services infringes the intellectual property rights of a third party.
6. CONFIDENTIALITY
6.1. Confidential Synergy Plus Material
The Customer will keep confidential all information provided by Synergy Plus to the Customer or which is obtained as a result of Synergy Plus providing the Services or otherwise. This obligation shall not apply where the law requires material to be disclosed or where information is lawfully within the public domain.
6.2. Confidential Customer Material
Synergy Plus will keep confidential any information or material provided by the Customer to Synergy Plusor which is obtained as a result of Synergy Plus providing the Services, attending the Customer’s premises or otherwise. This obligation does not prevent disclosure required by law, of material that is lawfully within the public domain, or to a related body corporate or employee of Synergy Plus reasonably required for the provision of the Services.
6.3. Uncertainty
If there is any uncertainty by any party regarding whether any information or material is in the public domain, they will treat that information or material as confidential until the other party advises that party in writing that it is not confidential.
7. FORCE MAJEURE
7.1. No Liability for Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under the PPS Agreement if such failure or delay is due (whether partially or wholly) to Force Majeure.
7.2. Synergy Plus to Notify Customer
A party will notify the other party as soon as practicable of any anticipated delay due to Force Majeure. The performance of all obligations under the PPS Agreement will be suspended for the period of the delay due to Force Majeure.
7.3. Delay
If a delay due to Force Majeure exceeds thirty (30) days, either party may terminate the PPS Agreement immediately by providing notice to the other. If suspension and/or termination occurs pursuant to the provisions of this clause then:
(a) Synergy Plus shall refund moneys in the PPS Account for which no Services have been provided after deduction for Services performed to the date of termination and/or suspension of the Services, less the unused bonus amount; and
(b) in the event that there is no balance of funds standing to the credit of the Customer in the PPS Account, the Customer will pay Synergy Plus the sum payable for provision of Services rendered and/or the reasonable costs and expenses incurred prior to termination and/or suspension for which no payment has been made to Synergy Plus by the Customer.
8. ACCESS TO INFORMATION AND SITE
The Customer will, at its own cost, provide Synergy Plus with:
(a) all reasonable information, aid and assistance necessary for provision of the Services;
(b) access to the Customer’s sites, computer hardware and software, personnel and company information; and
(c) floor space, communications equipment, ancillary support and/or secretarial services at the Customer sites, reasonably required by Synergy Plus necessary for provision of the Services.
9. TERMINATION
9.1. Early Termination
Either Synergy Plus or the Customer may terminate the PPS Agreement immediately by notice in writing if:
9.1.1. any payment due from the Customer to Synergy Plus for PPS is unpaid and remains unpaid after a period of fourteen (14) days;
9.1.2. the other party breaches any clause of these terms and conditions and such breach is not remedied within fourteen (14) days after written notice requesting remedy of the breach;
9.1.3. the other party becomes, threatens or resolves to become subject to any form of bankruptcy or insolvency or administration;
9.1.4. the other party, being a partnership, dissolves, threatens or resolves to dissolve;
9.1.5. the other party, being a natural person, dies; and/or
9.1.6. the other party ceases or threatens to cease conducting its business in the normal manner.
9.2. Termination without Cause
Notwithstanding the terms of clause 9.1, either party may terminate this Agreement by giving twenty-eight (28) days written notice to the other party.
9.3. Additional Rights
9.3.1 If the PPS Agreement is terminated for any reason, Synergy Plus may:
9.3.1.1. retain any moneys in the PPS Account to set-off against Services provided to the date of termination;
9.3.1.2. where there is no credit in the PPS Account, invoice the Customer directly for Services provided to the date of termination and any reasonable costs and expenses which will be payable pursuant to the terms of clause 3.1.3;
9.3.1.3. retake possession of all property of Synergy Plus or its sub-contractors in the possession of the Customer;
9.3.1.4. be regarded as discharged from any further obligations under these terms and conditions;
9.3.1.5. pursue any additional or alternative remedies available to it;
9.3.1.6. provide no refund whatsoever for unused bonus amounts in the PPS Account;
9.3.2 With respect to any moneys retained pursuant to clause 9.3.1.1, in the event that the Customer enters into a new agreement substantially the same terms as those contained in these terms and conditions Synergy Plus will credit the balance of the PPS Account to the Customer's new PPS account under the new agreement.
9.3.3 Within a reasonable period of time after the termination of the PPS Agreement and in any event not longer than three (3) months, Synergy Plus will, provided that the Customer is not indebted to the Supplier pursuant to any provision of this Agreement, return to the Customer the Customer’s property in Synergy Plus' possession.
10. GENERAL PROVISIONS
10.1 Synergy Plus may use sub-contractors to fulfil any or all of its obligations pursuant to the PPS Agreement provided that such sub-contractors have the necessary professional skill and diligence to perform the Services and are subject to the same or similar confidentiality obligations as Synergy Plus pursuant to the terms of clause 6.2;
10.2. Synergy Plus will be deemed not to be in breach of the PPS Agreement if the breach arose as a result of the Customer breaching any material provision of these terms and conditions;
10.3 Subject to clause 10.1, each party will be liable for and pay all levies, duties, taxes or government fees and charges (including any fine or penalty) for which that party is liable at law.
10.4. Synergy Plus will prepare taxation documentation for each transaction as prescribed by the GST Act.
10.5. During the course of the PPS Agreement, and for twelve (12) months after the termination of the PPS Agreement, each party will not directly or indirectly engage the services of any person who is or was the other party’s employee or sub-contractor during the course of the PPS Agreement or at any time during the twelve (12) months thereafter, unless :
(i) with the other party’s prior written consent; or
(ii) that party had previously engaged the person before the date of the PPS Agreement.
10.6. If either party, contrary to the terms of this clause, contracts or engages any former employee or sub-contractor of the other party, that party agrees to pay the other party an amount equal to six times the monthly salary or fee paid to the former employee or sub-contractor.
10.7. These terms and conditions may only be varied or replaced by a document executed by the parties.
10.8. A single or partial exercise or waiver, which must be in writing, of a right under these terms and conditions will not prevent any other exercise of that right or the exercise of any other right.
10.9. Each party will promptly execute all documents and do all things that any other party from time to time reasonably requires of it to effect, perfect or complete the provisions of these terms and conditions and any transaction contemplated by the PPS Agreement.
10.10. These terms and conditions and the PPS Agreement are governed by and is to be construed in accordance with the laws in force in the State or Territory of Australia in which this Agreement is executed.
10.11. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Australia in the jurisdiction pursuant to clause 10.11, and any courts that have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.
10.12. The Customer will not dispose of, assign or encumber any right or obligation under these terms and conditions without Synergy Plus' prior written consent, which shall not be unreasonably withheld.
10.13. These terms and conditions embody the entire understanding and agreement between the parties as to the subject matter of the PPS Agreement.
11. NOTICES
All notices must be in writing and served on a party by any means permitted by law, at the addresses detailed in this Agreement, by facsimile (to a facsimile number as from time to time advised by a party) or such other locations as notified in writing by one party to the other from time to time.
These Terms and Conditions are to be read in conjunction with, and form part of, the Terms & Conditions of Sale
(1) Synergy Plus provides this service in good faith, and will not be liable for any losses attained by individual(s), business(es) or other entities arising from the use of this website. Individuals, businesses and entities using this web site do so at their own risk.
Use of this web site refers to information obtained by the user from the website, advice given to the user electronically, any financial transaction occurring electronically between the user and Synergy Plus (and its employees), over the internet (or arising from the internet), or any other course of action executed.
Synergy Plus or any party involved with creating, designing, updating or delivering the site will not be held liable for any damages may they be direct or indirect arising from the use of the site. Your use of this site is at your own risk. The user is defined as any individual, business, or other entity. The web site refers to any electronic HTML page accessible under the top domain name of www.synergy.com.au , www.synergyplus.com.au, www.computercorp.com.au, www.computercorp.biz, http://eb2b.computercorp.com.au, www.computercorp.co.nz, www.computercorp.co.uk, www.ctonline.com.au, www.synergyplus.net.au, www.paragonsystems.com.au
(2) All material on this website is the property of Synergy Plus. Text, pictures, animations, design, photographs, programming code and any other content available on the website remain the property of Synergy Plus and is copyright.
(3) Technical specifications and price may change at any time without warning. Synergy Plus need not give notice or warning of price or specification changes. Actual specifications may vary slightly depending on features, components and availability.
(4) All orders are subject to our terms and conditions which are available upon request. For all purchases we reserve the right to make adjustments to information or pricing due to typographical errors, market factors or manufacturer price changes, which may occur at any time without notice.
(5) Technical Definitions:
(a) GB or Gigabyte means one billion bytes when referring to hard drive capacity; actual accessible capacity may be less once the drive is in use.
(b) MHz or Megahertz only measures microprocessor internal clock speed, not application performance. Many factors affect application performance.
(c) For ThinkPads which contain a battery, battery life (and recharge times), results based on BAPCo's (Business Applications Performance Corporation) SYSmark benchmark test. Battery life will vary based on many factors including screen brightness, applications, features,battery conditioning, power management and other customer preferences.
(d) (CD-ROM) Variable read rate. Actual playback speed will vary and is often less than the maximum possible. (Tape Drives) Data compression may be software dependent.
14. Orders and Delivery
(a) All orders placed through this web site are subject to confirmation and acceptance by Synergy Plus.
(b) Prices, availability & specification subject to change without notice. Errors & omissions excepted.
(c) Synergy Plus may vary prices in the event of price changes or mistakes on reasonable prior notice to the buyer. If Synergy Plus requests payment for increased prices, the buyer may cancel the order by giving notice to Synergy Plus, which must be received within seven days of the announcement of the increase.
(d) Synergy Plus or its agent will deliver the goods ordered to the address the buyer specifies on the order within the agreed time frame, subject to the availability of the goods. Where the goods are not available the buyer will be notified of this by Synergy Plus as soon as possible. Anyone at the delivery address who receive the goods will be presumed by Synergy Plus to be authorised to receive the goods.
(e) If the goods include products in respect of which the law prescribes a minimum age for purchase, the buyer must be over the age of 18 years (or such other minimum age as is prescribed by the law) and the buyer must ensure that a person over that age is available to accept delivery of the goods. Synergy Plus may refuse to deliver the goods if the person receiving the goods is unable or unwilling to provide evidence of proof of age.
(f) If there is no-one at the delivery address or no-one of appropriate age to receive the order, Synergy Plus may charge the buyer additional delivery fees.
(g) Once the goods are delivered to the buyer, the buyer will own them and it is the buyer’s responsibility if the goods are lost or damaged.
(h) Synergy Plus will arrange delivery in conjunction with the buyer. The cost of freight is the responsibility of the buyer.
15.Linking to the Synergy Plus Website
Inclusive of the above website terms and conditions a site that links to the Synergy Plus Web site:
(a) May link to, but not replicate, Synergy Plus content.
(b) Should not create a browser or border environment around Synergy Plus content.
(c) Should not imply that Synergy Plus is endorsing it or its products.
(d) Should not misrepresent its relationship with Synergy Plus.
(e) Should not present false information about Synergy Plus products or services.
(f) Should not use the Synergy Plus logo without express prior written permission from Synergy Plus.
(g) Should not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups.
16. Competitions Terms and Conditions
The promotions are open to Australian residents over the age of18.
Employees and the immediate families of Synergy Plus, the promoter and its agencies are ineligible to participate.
Prizes are not transferable nor redeemable for cash.
The Promoter is Synergy Plus Operations Pty Ltd, Level 1, 1 Puccini Court, Stirling, WA, 6021. ABN 60 009 261 116.
The prizes are subject to availability, and Synergy Plus reserves the right to substitute a similar product of equal or greater value.
Information on 'how to enter' forms part of the terms and conditions of the specific competition.
Only one person per entry.
Claims are subject to verification by the promoter to promoter's satisfaction. The promoter's decision on all matters pertaining to this offer is final and binding.
The promoter shall not be liable for any loss or damage whatsoever which is suffered (including, without limitation indirect or consequential loss), or for personal injury suffered or sustained, except for any liability that cannot be excluded by law.
Offers exclude all other existing offers nationwide.
Information on how to enter and rewards form part of the terms and conditions of the specific competition.
Unless you object, by entering the promotion you consent to the use of all information contained within the entry for marketing purposes by Synergy Plus. Entrants need to specify that they do not wish to receive further promotional material from Synergy Plus by letter or email informing Synergy Plus that they do not wish to receive marketing material. Letters can be addressed to: Marketing Department, Synergy Plus Operations Pty Ltd, PO Box 1599, Osbirne Park DC, WA, 6916 or by email to unsubscribe@synergy.com.au . The promoter's privacy policy may be viewed here.