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Standard Terms & Conditions

Our Agreement

The terms under which Advanced Navigation Pty Ltd (ACN 156 101 549) (we) provide our Goods and/or Services to you (the person or entity stated in the Work Order) are:

Our Disclosures

Please read our Agreement carefully before you acquire our Goods and/or Services. We draw your attention to the fact that:

  • our supply of the Goods and /or Services is conditional on your compliance and satisfaction of our Defence Export Control Requirements https://www.advancednavigation.com/terms/defence-export-control-requirements/;
  • we will handle your personal information in accordance with our privacy and credit information policy, available on our website at https://www.advancednavigation.com/privacy-policy;
  • if our Agreement expresses a time within which the Goods and/or Services (as applicable) are to be supplied, we will use reasonable endeavours to provide the Goods and/or Services (as applicable) by such time, but you agree that such time is an estimate only;
  • subject to your Consumer Law Rights:
    • we limit our Liability as set out in clause 8 and our aggregate liability for any Liability arising from or in connection with our Agreement will be limited to the Fees paid by you to us in respect of the supply of the relevant Goods and/or Services to which the Liability relates;
    • we will not be liable for Consequential Loss or delays or failures in performance due to Force Majeure Events;
    • any payments made by you to us for Goods and/or Services already performed are not refundable to you;
  • either Party may terminate our Agreement at any time by giving 30 days’ notice in writing to the other Party;
  • where a Work Order under our Agreement is terminated by you for convenience under clause 9.3, you agree to pay us the Cancellation Fees in the Work Order (if any);
  • where our Agreement is terminated by us under clause 9.4 or 9.5 of these Terms, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees and steps taken by us to meet the Defence Export Control Requirements on your behalf);
  • we may vary this Agreement including the Goods, Services or the Fees at any time, by providing 30 days’ written notice to you; 
  • we have no obligation to provide you with any support in respect of our Goods or Services except as expressly agreed in our Agreement and a Work Order. If you request support outside the scope of our Agreement, we will treat this as a variation of the Agreement under clause 2.7 and your request may charge you an additional fee; and
  • to the maximum extent permitted by Law, you must not during the Term of our Agreement (and the Work Order Term of any Work Order under it) make any negative public statements (including social media posts, or comments) about us that could harm our reputation or business.

Our Agreement does not intend to limit your rights and remedies at Law, including any of your Consumer Law Rights.

Definitions

In our Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the relevant linked terms, and:

Additional Software has the meaning given in our Additional Software Licence Terms linked https://www.advancednavigation.com/terms/additional-software-licence-terms/.

ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time. 

Agreement means:

Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, excluding Saturdays, Sundays and public holidays, except that in reference to the support-offsite, Business Day means a day on which banks are open for general banking business in the applicable Time Zone in the Work Order, excluding Saturdays, Sundays and public holidays.

Commencement Date means the date our Agreement is accepted by you in accordance with clause 1.1 of our Terms.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Fees will not constitute “Consequential Loss”.

Consumer Law Rights has the meaning given in clause 7. 

Defence Export Control Requirements means the restrictions on our supply of the Goods and /or Services as per the Export Control Laws and which form part of the Agreement linked here https://www.advancednavigation.com/terms/defence-export-control-requirements/.

Deliverables means any materials, goods, items or other deliverables forming part of the support-onsite services, as particularised in the Work Order.

Downloadable Software means the downloadable software which we provide you free of charge with our Goods as per our Software Licence Terms linked here https://www.advancednavigation.com/terms/software-licence-terms/.

Support-onsite has the meaning given in our support-onsite Terms linked here https://www.advancednavigation.com/terms/support-onsite-terms/.

Export Control Laws means Defence Trade Controls Act 2012 (Cth) (and the associated Defence Trade Controls Regulations 2013 and Customs (Prohibited Exports) Regulations 1958 (Cth)), Defence Controls (Foreign Country) Instrument 2024, Defence Trade Controls (Australian Military Sales Program item) Determination 2024, Defence and Strategic Goods List 2024 and any other applicable defence or export control legislation that applies to our Goods and/or Services.

Fees means the fees set out in each Work Order.

Firmware means the firmware as per the product page for each of the Goods which is embedded in our Goods as per our Software Licence Terms linked https://www.advancednavigation.com/terms/software-licence-terms/.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Free Upgrade Period means a period of 12 months from the date of your purchase of the applicable Goods during which we agree to provide (free of charge) updates and fixes to the Firmware and Downloadable Software.

Goods means the Goods / Hired Goods to be supplied as set out in each Work Order and which include embedded Firmware. 

support-offsite has the meaning given in our support-offsite Terms linked here https://www.advancednavigation.com/terms/support-offsite-terms/.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable. 

Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with our Agreement or the supply of our Goods and /or Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to our Agreement or otherwise.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth) and includes any similar rights in any jurisdiction in the world.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with our Agreement or the supply of our Goods and/ or Services, whether before or after the date of our Agreement and any improvements, modifications or enhancements of such Intellectual Property including any Deliverables, but excludes Our Materials and Your Materials.

Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, and includes the Goods but excludes New Materials and Your Materials.

Party means us and you (together the Parties and each a Party).

Payment Terms means the payment terms for each type of Goods and/or Services as set out in each Work Order.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Privacy Laws has the meaning given in clause 6.3.

Quote has the meaning given in clause 3.2.

Services means our Additional Software linked here https://www.advancednavigation.com/terms/additional-software-licence-terms/ and our Support Services, as set out in the Work Order.

Software means as applicable our Firmware, Downloadable Software and Additional Software, as further particularised in our Software Licence Terms linked https://www.advancednavigation.com/terms/software-licence-terms/ and Additional Software Licence Terms linked https://www.advancednavigation.com/terms/additional-software-licence-terms/ .

Support Services means support-onsite as per our support-onsite Terms linked here https://www.advancednavigation.com/terms/support-onsite-terms/ and/or support-offsite as per our support-offsite Terms linked here https://www.advancednavigation.com/terms/support-offsite-terms/.

Systems means all hardware, software, networks, telecommunications and other information technology systems used by a Party from time-to-time.

Tax means Foreign Indirect Taxes (being a goods or services tax, value added tax, a consumption tax or similar taxes imposed in a jurisdiction other than Australia), tax, levy, duty, charge, deduction or withholding, however described, imposed by law or a government agency, together with any related interest, penalty or fine, including in respect of GST, but excluding income tax.

Term means, in respect of the Agreement, the period starting on the Commencement Date and ending on the date of termination under clause 9 and in respect of a Work Order, the Work Order Term period set out in the Work Order.

Time Zone means the time in which we provide support-offsite under our support-offsite Terms linked here https://www.advancednavigation.com/terms/support-offsite-terms/.

Warranty Against Defects means a manufacturing warranty for the supply of specific Goods (as particularised in the applicable Work Order), linked here https://www.advancednavigation.com/terms/warranty-against-defects/.

Work Order means a statement of work for the supply of our Goods and Services, placed in accordance with clause 3.

you or your means you, the person or entity wishing to acquire our Goods and/or Services as identified in the Work Order.

Your Data means the information or data supplied by you and your Personnel when using the Software or stored or generated by your use of the Software, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with the Software. Your Data does not include any data or information that is generated because of your usage of the Software that is a back-end or internal output or an output otherwise generally not available to users of the Software.

Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to our Agreement) and/or developed by or on behalf of you or your Personnel independently of our Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.

we, us or our means Advanced Navigation Pty Ltd (ACN 156 101 549).

Terms

These Terms are issued pursuant to and form part of the supply Agreement between Advanced Navigation Pty Ltd (ACN 156 101 549)  (we, us or our) and you, the person or entity stated in the Work Order, together the Parties and each a Party. Unless otherwise defined below, capitalised terms have the meanings given to them in the applicable Work Order and/or https://www.advancednavigation.com/terms/.

1 Acceptance

1.1 You accept our Agreement by the earlier of: 

  1. signing and returning a Quote to us
  2. signing and returning a Work Order to us; 
  3. confirming that you accept our Agreement (or a Work Order) which you will be deemed to have done if you provide us with your internal purchase order referencing a Work Order Reference Number provided by us;
  4. confirming that you accept our Agreement (or a Work Order) via any method of communication, including email, our website, or other digital platforms; 
  5. instructing us to proceed with the supply of the Goods and/or Services; and/or
  6. making part or full payment of the Fees.  

1.2 You agree to (and to the extent applicable, ensure that your Personnel agree to):

  1. comply with our Agreement, all applicable Laws, and our reasonable requests; and
  2. provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide our Goods and /or Services.

You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause 1.2 of these Terms.

2 Supply of Goods and Services

2.1 In consideration of your payment of the Fees, we will provide the Goods and/or Services (as applicable as set out in each Work Order) in accordance with our Agreement, whether ourselves or through our Personnel.

2.2 If our Agreement expresses a time within which the Goods and/or Services (as applicable) are to be supplied, we will use reasonable endeavours to provide the Goods and/ or Services (as applicable) by such time, but you agree that such time is an estimate only.

2.3 You acknowledge and agree that our supply of the Goods and /or Services is conditional on your compliance and satisfaction of our Defence Export Control Requirements linked here https://www.advancednavigation.com/terms/defence-export-control-requirements/.

2.4 You acknowledge and agree that any information, advice, material or work provided by us as part of the Services does not constitute financial, due diligence or risk management advice.

2.5 Where the Services include the provision of an application programming interface (API), you agree to only use the API in accordance with the documentation that we provide to you unless we agree otherwise in a Work Order

2.6 Third Party Products or Services: Where you engage third parties to operate alongside our Goods and/or Services (for example, any third-party software systems or hardware), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services that they provide, unless we expressly agree otherwise under a Work Order.

2.7 All variations to the Goods and/or Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the nature of the Goods or the scope of the Services or our obligations under our Agreement, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.

2.8 Notwithstanding clause 2.7 of these Terms, you agree that we may vary this Agreement, the Goods, Services or the Fees or the terms of our Agreement at any time, by providing 30 days’ written notice to you (Variation Notice Period). If you do not agree to any amendment made, you may, before the end of the Variation Notice Period, terminate our Agreement by giving us 30 days’ notice in writing, in which case, the proposed variation will not come into effect and clause 9.6 of these Terms will apply. Any variation under this clause will not apply to a binding Work Order entered into by the Parties in accordance with clause 3.

3 Work Orders

3.1 During the Term, you may request us to supply our Goods and/or Services by notifying us in writing or by any other process we specify (Supply Request). 

3.2 We may, in our discretion, accept or reject a Supply Request. If we accept the Supply Request, we will provide you with an informal quote for the proposed supply (Quote).

3.3 You may, in your discretion, accept or reject a Quote by notifying us in writing or by any other process we specify. If you accept the Quote, it will be binding in accordance with the terms of our Agreement and Quote and subject to clause 3.4, you must enter into a signed Work Order with us reflecting the terms of the Quote. 

3.4 We may, in our discretion, waive the requirement for you to enter into a  formal Work Order with us. In this case, any Quote signed by you under this clause will be deemed a Work Order under this Agreement.

3.5 We may, in our discretion, allow you to issue us a purchase order containing the same information as in the Quote. Any purchase order form provided by you under this clause will be deemed a Work Order under this Agreement.

3.6 Each Work Order (and as applicable Quote) is subject to, and will be governed by, our Agreement and any other conditions expressly set out in the Work Order. Our Agreement prevails over and supersedes any other agreement, arrangement, understanding or communication (whether written or oral) between the parties relating to the subject matter of our Agreement, including any terms and conditions contained in your purchase orders, procurement policies, supplier portals or other documents issued by you, unless we have expressly agreed otherwise in writing signed by an authorised representative of Advanced Navigation Pty Ltd. To the extent of any ambiguity or discrepancy between a Work Order and our Agreement (or any part thereof), the terms of the Work Order will prevail.

4 Fees and Payment

4.1 In consideration for us providing the Goods and/ or Services (as applicable), you agree to pay the Fees and all other amounts due under our Agreement in accordance with the Payment Terms. 

4.2 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under our Agreement or at Law):

  1. after a period of 5 Business Days from the relevant due date, cease supplying our Goods and/or Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs);
  2. charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms; and/or
  3. enter any premises where the unpaid Goods (e.g. Hired Goods) are stored or held, for the purpose of retrieving and taking possession of those Goods, and you agree to provide any access, items and consents required to enable us to do so.

4.3 When applicable, GST payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges. “GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

4.4 Where a value-added tax in your own country is applicable, the Fees will be exclusive of such value-added tax.

4.5 You are responsible for all other Taxes, levies or duties imposed by taxing authorities in your own country, and you shall be responsible for the payment of them. We have no responsibility to them on your behalf. If you are required by Law to make a deduction or withholding for or on account of Taxes from a payment in connection with these Terms, you must pay us an additional amount so that, after making any such deduction or withholding, we are entitled to receive an amount equal to the payment which would have been due if no deduction or withholding had been required.

5 Intellectual Property

5.1 As between the Parties: 

  1. we (or our licensors) own all Intellectual Property Rights in Our Materials; 
  2. you own all Intellectual Property Rights in Your Materials; and
  3. nothing in our Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

5.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials will vest in us (or our licensors) upon creation, and to the extent that ownership of such Intellectual Property Rights does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title in such rights.

5.3 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Our Materials and as applicable the New Materials and as applicable the Deliverables that we provide to you solely for your use and enjoyment of our Goods and/or Services, as contemplated by our Agreement.

5.4 You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Corporations Act 2001 (Cth)) and non-transferable right and licence to use Your Materials that you provide to us solely for the purpose of performing of our obligations or exercising our rights under our Agreement.

5.5 If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with our Agreement, you agree to (and will procure that your Personnel) consent to our use or infringement of those Moral Rights.

5.6 This clause 5 will survive termination or expiry of our Agreement.

6 Confidential Information and Privacy

6.1 Subject to clause 6.2 of these Terms, each Party must (and must ensure that its Personnel do) keep confidential, and not use or permit any unauthorised use of, confidential information provided by the other Party.

6.2 Clause 6.1 of these Terms does not apply where the disclosure is required by Law (including the Export Control Laws) or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with our Agreement and provided that the disclosing Party ensures the adviser complies with the terms of clause 6.1 of these Terms.

6.3 You agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable Privacy Laws that may apply to you in respect of our Agreement (Privacy Laws). You must not do anything which may cause us to be in breach of any Privacy Laws.

6.4 We agree to handle any Personal Information you provide to us, solely for the purpose of performing our obligations under our Agreement, and in accordance with any applicable Laws and our privacy and credit information policy available on our website https://www.advancednavigation.com/privacy-policy.

6.5 If under our Agreement you provide us with:

  1. Your Data; and/or
  2. access to your Systems;

you agree that:

  1. you are responsible for backing up Your Data;
  2. because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks, and may be transferred unencrypted; 
  3. where Your Data includes Personal Information, you have the right to collect and disclose such Personal Information to us in accordance with the Privacy Laws;
  4. we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

6.6 This clause 6 will survive the termination of our Agreement.

7 Australian Consumer Law

7.1 Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of our Goods and/or Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at Law, nothing in our Agreement excludes those Consumer Law Rights.

7.2 Subject to your Consumer Law Rights, unless we provide a Warranty Against Defects for specific Goods or Software, we provide all material, work, goods and services (including our Goods and Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute, at Law or on any other basis, except where expressly set out in our Agreement.

7.3 If we provide a Warranty Against Defects in respect of our Good and Software, it will be provided by us in writing (and attached to the Work Order) and is in addition to any Consumer Law Rights you may have.

7.4 This clause 7 will survive the termination or expiry of the Agreement.

8 Liability

8.1 To the maximum extent permitted by Law, you indemnify us from and against any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:

  1. any breach by you of any Export Control Laws or the Defence Export Control Requirements;
  2. any installation or use by you of our Goods in an aircraft or in association with systems used for vital / essential navigation as our Goods must only be used as “an aid to navigation” and vital navigation is your exclusive responsibility;
  3. any official investigation or inquiry into you, your Personnel or your operations, by a regulatory authority under powers granted to it by Law (including without limitation, any legal costs we incur as a result, or any actual economic loss we suffer if our business is publicly associated with such an investigation or inquiry); and
  4. any Personal Information provided by you to us in breach of the Privacy Laws.

8.2 Despite anything to the contrary (excluding clause 8.1, to the maximum extent permitted by Law:

  1. we exclude any Liability arising due to your failure to comply with or meet the Defence Export Control Requirements or any steps we take to comply with the Export Control Laws or any other reasonable guideline issued by us;
  2. neither Party will be liable for Consequential Loss;
  3. a Party’s liability for any Liability under our Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
  4. our aggregate liability for any Liability arising from or in connection with our Agreement will be limited to the Fees paid by you to us in respect of the supply of the relevant Goods and/or Services to which the Liability relates, or $100,000, or the net sum of any insurance payment received in relation to the insured event; whichever is the greater.

8.3 This clause 8 will survive the termination or expiry of our Agreement.

9 Term and Termination

9.1 Our Agreement will commence on the Commencement Date and will continue until termination under this clause 9.

9.2 Either Party may terminate our Agreement at any time by giving 30 days’ notice in writing to the other Party. 

9.3 You may terminate a Work Order under this Agreement at any time by giving 30 days’ notice in writing to us subject to your payment of a Cancellation Fee as set out in the Work Order.

9.4 Our Agreement (or a Work Order under it) will terminate immediately by notice in writing from us if you do not meet our Defence Export Control Requirements or you breach any Export Control Laws applicable to you or our Agreement.

9.5 Our Agreement (or a Work Order under it) will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

  1. the other Party (Defaulting Party) breaches a material term of our Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
  2. the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.

9.6 Upon expiry or termination of our Agreement (or as applicable a Work Order under it):

  1. without limiting and subject to your Consumer Law Rights, any payments made by you to us for Goods and/ or Services already supplied are not refundable to you;
  2. you are to pay for all Goods and/ or Services supplied prior to termination, including Goods and/ or Services which have been supplied and have not yet been invoiced to you, and all other amounts due and payable under our Agreement;
  3. you agree to grant us such rights of access to any premises where the Goods are located to allow us (or our Personnel) to recover or repossess any Goods which we retain title to (e.g. Hired Goods);
  4. by us pursuant to clauses 9.4 or 9.5 of these Terms, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees and steps taken by us to meet the Defence Export Control Requirements on your behalf); and
  5. we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 6 of these Terms. 

9.7 Unless otherwise agreed between the Parties, if our Agreement is terminated:

  1. by us under clauses 9.2 (convenience), then any current Work Order will continue on its terms unless terminated under its terms;
  2. by us under clauses 9.4 or 9.5, then any current Work Order will also terminate on the date of termination and we will immediately cease supplying our Goods and Services and and if you have paid for any Goods and/or Services not yet received, we will provide you with a refund for such amounts less any amounts you owe us; 
  3. by you pursuant to clause 9.3 of these Terms, if you have paid for any Goods and/or Services not yet received, we will provide you with a refund for such amounts less the Cancellation Fee; and/or
  4. by you (except for a Work Order cancelled under clause 9.3), then any outstanding Work Orders will continue in accordance with the terms of each Work Order (and our Agreement) until such time as each Work Order is complete or a Work Order is otherwise terminated in accordance with its terms.

9.8 Termination of our Agreement will not affect any rights or liabilities that a Party has accrued under it.

9.9 This clause 9 will survive the termination or expiry of our Agreement.

10 Non-Disparagement & Publicity

10.1 Non-Disparagement:

  1. Subject to subclause 10.1(b) of these Terms and to the maximum extent permitted by Law, you must not during the Term of our Agreement (and the Work Order Term of any Work Order under it) make any negative public statements (including social media posts, or comments) about us that could harm our reputation or business.
  2. Nothing in subclause 10.1(a) of these Terms prevents you from: providing honest feedback directly to us; making statements required or allowed by Law; or making truthful statements to regulatory authorities.

10.2 Publicity: A Party must not use, publish, or display the other Party’s name, logo, or branding without prior written consent of the other Party. This includes using the other Party’s name in marketing materials, case studies, social media, client lists, or any public communications.

10.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of clauses 10.1(a) and/or 10.2 of these Terms and that the injured Party is entitled to seek an injunction, or any other remedy available at law or in equity (at its discretion) to protect itself from a breach (or continuing breach) of subclauses 10.1(a) and/or 10.2 of these Terms.

10.4 This clause 10 will survive the termination or expiry of our Agreement

11 General

11.1 Amendment: Subject to clauses 2.7 and 2.8 of these Terms, our Agreement may only be amended by written instrument executed by the Parties.

11.2 Assignment: Subject to clauses 11.3 and 11.10 of these Terms and this clause 11.2, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under our Agreement without the prior written consent of the other Party. You agree that we may assign or novate any part of our rights or obligations under our Agreement to our related bodies corporate (as that term is defined in the Corporations Act 2001 (Cth)) without your prior written consent.

11.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with our Agreement, to a debt collector, debt collection agency, or other third party. 

11.4 Disputes:  A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, our Agreement (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 11.4 of these Terms. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute. 

If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may:

  1. where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre, to be conducted in Sydney, New South Wales, in accordance with the Australian Disputes Centre Guidelines for Commercial Mediation.
  2. where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

11.5 Electronic Execution: Our Agreement may be executed using an Electronic Signature. The Parties acknowledge and agree that if a Party executes our Agreement using an Electronic Signature, then the Party is taken to have entered into our Agreement in electronic form and the Electronic Signature is deemed to be an original execution of the Agreement by the Party. “Electronic Signature” means an electronic method of signing that identifies the person and indicates their intention to sign our Agreement, which may include software programs such as DocuSign.

11.6 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under our Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

  1. as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
  2. uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

Where the Force Majeure Event prevents a Party from performing a material obligation under our Agreement for a period in excess of 60 days, then the other Party may by notice terminate our Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under our Agreement.

11.7 Governing Law: Our Agreement is governed by the laws of New South Wales.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.  The Parties agree that the U.N. Convention on Contracts for the Sale of International Goods is excluded from application to this Agreement.

11.8 Notices: Any notice given under our Agreement must be in writing addressed to the addresses set out in our Agreement, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

11.9 Relationship of Parties: Our Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

11.10 Subcontracting: We may subcontract the supply of any part of our Goods and Services without your prior written consent.  We agree that any subcontracting does not discharge us from any liability under our Agreement and that we are liable for the acts and omissions of our subcontractor.

11.11 Interpretation: In the event of any inconsistency between our Agreement, a document referred to in it and the terms of any applicable Work Order the order of priority of interpretation is as follows: the Work Order, a linked document to these Terms, these Terms.

Validity

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These Terms were last updated on 18 November 2025.