Standard Terms and Conditions
Novo IT Australia Pty Ltd (ABN: 31 618 659 377)
Between Novo IT Australia Pty Ltd (ABN: 31 618 659 377) and You
You agree to the following terms and conditions.
Novo IT Australia's Services and Your Payment
1. Novo IT Australia will provide services pursuant to the scope of works or quote provided to You.
2. Novo IT Australia will provide those services at such times as is agreed between You and Novo IT Australia.
3. Novo IT Australia will provide those services in a proper and workmanlike fashion having regard to the scope of work, quote, access and premises.
4. You agree to co-operate fully and act reasonably and in good faith to assist in assisting Novo IT Australia complete its goods and services in a timely manner and fulfilment of Novo IT Australia's other obligations under this Agreement.
5. You warrant that all information pertaining to your hardware, software or service requirements and specifications is complete, accurate and has been provided to Novo IT Australia.
6. Novo IT Australia agrees to procure for and supply to You the hardware and/or software in accordance with the scope of works and or quote.
7. You must pay any invoice issued by Novo IT Australia within thirty (30) days from the date upon which it was issued to You unless otherwise agreed in writing by Novo IT Australia.
8. If You do not make payment within thirty (30) days, and in the absence of any other written Agreement by Novo IT Australia, You must pay interest upon any outstanding invoice at the rate of 0.05% of the amount of the invoice outstanding per day.
9. If You fail to pay the invoice and/or interest and in the absence of any other written Agreement by Novo IT Australia, You must also pay and indemnify Novo IT Australia for any costs incurred in collecting any monies owing from you including but not limited to legal fees and collection agents' fees on a full indemnity basis.
Delivery and Risk
10. Any dates noted for delivery of goods or services pursuant to any quote or scope of works are best estimates and based on information available to Novo IT Australia from its suppliers and may be subject to change if a delay is caused beyond the reasonable control of Novo IT Australia. You agree that Novo IT Australia will not be responsible for any delays in provision of the goods or services for any reason beyond the reasonable control of Novo IT Australia.
11. The risk of any loss or damage for any goods and/or services supplied by Novo IT Australia to You will pass to You upon the provision and/or delivery of those goods and/or services and/or as soon as those goods and/or services become in the possession of or custody of You. You agree that You must insure the goods and/or services from the date of possession or delivery from Novo IT Australia.
12. Title and ownership of the goods and/or services supplied by Novo IT Australia to You shall not pass to You until such time as the invoice and/or interest and/or costs have been paid in full to Novo IT Australia.
13. Until such time as all goods and/or services supplied by Novo IT Australia to You have been paid for by You in full to Novo IT Australia together with any other monies due pursuant to the terms and conditions hereof, You agree that You hold those products as the fiduciary agent for Novo IT Australia and in the ordinary course of its Business. If You are to receive any proceeds of sale for the goods and/or services supplied by Novo IT Australia to You then those proceeds must be held on trust for Novo IT Australia until such time as payment for those goods and/or services have been paid to Novo IT Australia in full together with any other monies outstanding. If payment is not made then Novo IT Australia may demand payment which monies You must immediately and unconditionally pay to Novo IT Australia.
14. You may only return to Novo IT Australia goods supplied by Novo IT Australia which have not been used and are returned n the same packaging and packaged in the same condition as they were initially supplied to You by Novo IT Australia or within thirty (30) days of the date upon which You came into possession of the goods from Novo IT Australia.
15. You irrevocably authorise and agree to allow access to Novo IT Australia, its servants or agents, to enter upon your premises to retrieve any goods and/or services that have not been paid for by You to Novo IT Australia. You hereby release Novo IT Australia from and against all liability and agree to indemnify Novo IT Australia in the event of any loss or damage consequential thereupon.
16. You accept the manufacturer's warranty in relation to any goods or products delivered to You by Novo IT Australia.
17. To the extent permitted by law, You accept the goods and/or services provided by Novo IT Australia to You on the basis as they are delivered and provided to You. You agree to exclude all warranties and conditions expressed, implied or statutory other than those warranties provided pursuant to a manufacturer's warranty for any goods provided by Novo IT Australia to You. You note that any warranty in relation to those goods are owed to You by the manufacturer and that You shall not call upon Novo IT Australia to make good any warranty if it is not made good by the manufacturer to your satisfaction or otherwise.
18. Any issues or liability with regard to any software or the software's functionality are to be resolved between You and the relevant software manufacturer directly to the exclusion of Novo IT Australia and You will not hold Novo IT Australia liable or responsible in any way for any damage or delay caused as a consequence of software failure.
Intellectual Property and Confidentiality
19. You agree that Novo IT Australia shall retain all title rights and interest in any program, design or other Intellectual Property created by Novo IT Australia before and during the provision of the goods and services to you by Novo IT Australia. Novo IT Australia may, at its absolute discretion, grant You an exclusive licence to use the goods and/or services should they be specific to You.
20. Both parties agree to maintain in confidence, preserve and keep confidential all and any information supplied to it by one another and not to disclose any information about the other without the express written consent of the other, except as required by law.
21. Except as provided herein and except as permitted by law, You shall not hold Novo IT Australia liable for any direct, indirect, special or consequential loss or damage arising out of any negligent act or omission or breach of this Agreement or latent or patent defect in the goods and or services provided by Novo IT Australia to You or otherwise. You agree that Novo IT Australia's maximum liability to You shall be the value of the goods and/or services provided by Novo IT Australia to you.
22. Should any liability arise, which is not covered by the manufacturer's warranty, and in Novo IT Australia's opinion is related to a faulty or defective good or service, Novo IT Australia may at its sole discretion:-
(a) replace the goods or the supply of equivalent goods; or
(b) repair the goods; or
(c) deduct from the invoice the value of the goods; or
(d) supply the services again; or
(e) reduce the invoice for the amount equal to the cost of having the services supplied again by a third party.
23. Novo IT Australia may at any time transfer or assign any of its rights, obligations, benefits or interest under this Agreement.
24. The provisions of this Agreement are enforceable independently of each other and if any provision of this Agreement is to become illegal, invalid, void or deemed unenforceable by any Court or Tribunal of competent jurisdiction, it shall not affect the legality, validity or enforceability of any other provisions of this Agreement. If any of these provisions is so held to be illegal, void, invalid or unenforceable but would be legal, valid or enforceable if some part of the provision was deleted, the provision in question will apply with such modification as may be necessary to make it legal, valid or enforceable.
25. The failure or delay by Novo IT Australia to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.
26. This Agreement may be varied from time to time provided that both parties agree to the variations in writing.
27. These terms and conditions together with the quote and/or scope of works constitute the entire Agreement between the parties with respect to the provision of goods and/or services by Novo IT Australia to you and supersedes and replaces any prior condition, warranty, representation, statement, agreement, undertaking, indemnity given or made by either party whether written or oral or implied and may be amended in writing and signed by both parties.
28. The parties consent to the jurisdiction of New South Wales and agree to be bound by and to bring any proceedings in relation to this Agreement to a Court or Tribunal of competent jurisdiction in Wollongong, New South Wales.
29. Any subsequent orders or scopes of work will attract these terms and conditions and the parties agree to be bound by these terms and conditions for any additional work or variations.
30. These terms and conditions are deemed to be incorporated into all quotes and/or scopes of works or sales Contracts (expressed or implied) for the supply of all goods and/or services by Novo IT Australia to You.