Inteo Pty Ltd Terms and Conditions of Supply

These Terms and Conditions are to be read in conjunction with the details contained in the Quote or Statement of Works provided to you. If accepted, the Quote or Statement of Works (as applicable) and these Terms and Conditions will form the terms and conditions of an Agreement between you (Customer) and Inteo Pty Ltd (Inteo).

  1. The Quote
    1. Unless previously withdrawn, the Quote will remain open for acceptance for a period of ten (10) Business Days from the date of the Quote.
    2. The Quote may be accepted by the Customer signing the Quote or indicating acceptance of the Quote and where required paying to Inteo any deposit specified in the Quote.
    3. Where a customer submits a purchase order to Inteo which purports to contain terms and conditions which are different or additional to the terms and conditions contained in the Quote and these Terms and Conditions, this shall be regarded as a counter offer by the Customer, which may be accepted or rejected by Inteo in its absolute discretion. Any counter offer will only be deemed accepted upon written confirmation of acceptance by Inteo.
  2. Consultancy services
    Where the Quote includes the provision of consultancy services:
    1. the services will be provided at the times and in the places specified in the Quote. Where no time and place is specified in the Quote, Inteo will provide the services at the times and places as Inteo considers appropriate, given the nature of the services to be provided;
    2. the services shall be performed by such employees, sub-contractors or agents of Inteo that it considers appropriate.
  3. Obligations of the Customer
    1. During the performance of the Services and in order to enable the supply of the Goods, the Customer will:
      1. co-operate with Inteo as Inteo reasonably requires;
      2. provide to Inteo the Information and Documentation set out in the Quote;
      3. make available to Inteo the Facilities set out in the Quote; and
      4. ensure that the Customer’s staff and agents cooperate with and assist Inteo.
    2. The Customer will not charge for Inteo’s use of the Information and Documentation and Facilities made available by the Customer.
    3. If the Customer does not provide the Information and Documentation and Facilities set out in the Quote (and within a reasonable time period to enable the performance of the Goods and/or Services), then any additional costs and expenses which are reasonably incurred by Inteo will be paid for by the Customer.
  4. Fees for Services and/or Price of Goods
    1. Invoicing and payment
      1. Inteo will issue the Customer with a Tax Invoice in accordance with the GST Act at the dates and times set out in the Quote for the Fees for Services and/or the Price of the Goods calculated in accordance with the formula contained in the Quote.
      2. The Customer acknowledges that unless the Quote provides otherwise, the Fees and/or Price are exclusive of any GST that may be charged by Inteo to the Customer, and therefore, Inteo will be entitled to add on GST to the Fees and/or Price.
      3. Subject to receipt of an invoice in accordance with clause 3.1(a), unless otherwise specified in the Quote. the Customer must pay to Inteo the Fees and/or Price plus any GST within ten (10) Business Days of receipt of the Tax Invoice (Due Date).
      4. In the event that the Customer does not pay the Fees and/or Price plus any GST by the Due Date, interest will be charged on the amount due at the rate of 2 percentage points above the overdraft rate charged on overdraft accounts over $100,000 by our bank, the Commonwealth Bank of Australia, from time to time.
    2. Delivery, Costs and Expenses
      1. Delivery charges incurred by Inteo in delivering the Goods to the Customer will be invoiced to the Customer at cost unless the Quote provides otherwise.
      2. Inteo will make every reasonable effort to deliver the Goods to the Customer’s specified address by the date agreed but will not be liable for any delays, loss or damage of any kind whatsoever (whether direct or consequential). This includes, but is not limited to, acts of God, floods, fire, war, strikes, riots, trade disputes, any dispute with the Australian Custom Service or other similar authority and shipping delays.
      3. Risk in the Goods will pass to the Customer:
        1. where Inteo is installing the Goods, on delivery to Inteo;
        2. otherwise, on delivery of the Goods to the Customer.
      4. Title to the Goods will remain with Inteo until full payment of the Price has been received. If the Customer has not paid the Price in full by the due date, Inteo has the right, with or without prior notice, to recover possession of the whole or any part of the Goods (and the Customer agrees that Inteo may enter any premises occupied by the Customer to satisfy that purpose) without prejudice to other rights and remedies.
    3. Dealings with Goods
      1. Until it has paid for them in full, the Customer must keep the Goods in a safe and secure location.
      2. Until it has paid for them in full, the Customer must not do any of the following in relation to any of the Goods:
        1. create or allow any interest in, or dispose or part with possession of, the Goods;
        2. unless expressly agreed by Inteo in writing, allow the Goods to be taken outside Australia;
        3. allow the Goods to become an accession to or commingled with any other property.
    4. Personal Property Securities Act
      1. The Customer will be deemed to have accepted the terms of this clause by placing an order for any Goods, taking or accepting delivery of any Goods, or using any Goods whether or not the Customer acknowledges or signs any Quote.
      2. In clause this clause 4.4:
        1. PPSA means the Personal Property Securities Act 2009 (Cth);
        2. words and phrases that have defined meanings in the PPSA have the same meaning as in the PPSA unless the context indicates otherwise.
      3. If any Goods become an accession to or other property or become part of a product or mass, then:
        1. Inteo’s security interest continues in the other property, product or mass; and
        2. references to the Goods in this clause include the other property, product or mass.
      4. The Customer consents to Inteo perfecting any security interest that it considers this document provides for by registration under the PPSA. The Customer agrees to do anything Inteo reasonably asks to ensure that the security interest:
        1. is enforceable, perfected and otherwise effective; and
        2. has priority over all other security interests.
      5. To the extent the law permits, the Customer waives its right to receive any notice (including notice of a verification statement) that is required by the PPSA. However, this does not prevent Inteo from giving a notice under the PPSA.
      6. The Customer agrees not to exercise its rights to make any request of Inteo under section 275 of the PPSA. However this does not limit the Customer’s rights to request information other than under section 275.
      7. To the extent the law permits, Inteo need not comply with, and the Customer may not exercise rights under, any provisions of Chapter 4 of the PPSA that may be contracted out of.
      8. if Inteo exercises a right, power or remedy in connection with this document or a security interest that it provides for, that exercise is taken not to be an exercise of a right, power or remedy under the PPSA unless Inteo states otherwise at the time of exercise. However, this clause does not apply to a right, power or remedy which can only be exercised under the PPSA.
      9. The Customer must notify Inteo at least 14 days before it does any of the following:
        1. changes its name;
        2. changes its place of registration or incorporation;
        3. Changes or applies for an ACN, ABN, ARBN or ARSN under which an interest in any of the Goods is or will be held.
  5. Legal Relationship
    1. The Parties agree that this Agreement creates the relationship of Principal and Independent Contractor between the parties and does not constitute a joint venture, a relationship of agency, a partnership or a relationship of employer and employee between Inteo and the Customer.
    2. Neither Party shall have any authority to:
      1. incur and shall not incur any obligation or make or purport to make any representation on behalf of the other, except with the express prior written instructions of the other; or
      2. make decisions or perform any actions that bind the other party in any way except with the express prior written instructions of the other party.
  6. No Breach
    1. The parties warrant that they are not under any restriction that would interfere with the operation of this Agreement or the proper performance of their obligations under this Agreement.
  7. Confidential Information
    1. It is a condition of this Agreement that both Parties will not, without the prior written consent of the other, directly or indirectly:
      1. disclose or publish, or permit the disclosure or publication of, any Confidential Information of the other Party to any person; or
        use, or permit the use of any Confidential Information,
        other than:
      2. as necessary in order to give effect to this Agreement;
      3. as required by a law of Australia;
      4. by way of a disclosure to professional advisers for the sole purpose of seeking advice; or
      5. where, at the time of, or since, entering into this Agreement the information has become (other than by a breach of this Agreement), available in the public domain.
    2. For the purposes of this Agreement, Confidential Information means any information whatsoever, of a confidential nature, (whether provided verbally or by way of a document or other material in human or machine readable form) which relates to Inteo or the Customer and includes:
      1. any information regarding the business or affairs of a Party, or which the other Party acquires in the course of and by reason of this Agreement;
      2. information including, but not limited to:
        1. business ideas or concepts;
        2. information that relates to or is contained in a party’s information technology systems;
        3. all passwords, codes, and other similar information that provides access to a party’s or its clients’ computer systems and database or other computer systems and databases that a party or its clients subscribe to;
        4. information which relates to know how, trade secrets, operating procedures, technical information, Intellectual Property, development processes, applications, formulae, unique features or techniques in relation to or connected with any of a party’s or its clients’ products or services
        5. any information of the kind mentioned in section 275(1) of the PPSA;
        6. product formula, process, methods, record or data;
        7. market research and marketing plans;
        8. business plans and projections;
        9. financial positions or statements;
        10. internal management matters, records, reports, policies and strategies; or
        11. current or prospective clients, customers, employees, contractors of, or other persons doing business with, Inteo or the Customer;
      3. information regarding details of any Intellectual Property, including trademarks, patents, copyrighted materials, trade secrets, drawings, know-how, plans, models, processes, registered or registrable designs or like material or computer software owned by or licensed to a Party;
      4. information which is marked as confidential by a client, customer or by a Party; or
      5. information which the recipient knows, or ought to know, is confidential.
    3. The Parties agree to take all necessary steps to ensure that all of their personnel, contractors or employees are made aware of and comply with the obligations of confidentiality imposed by this Agreement.
  8. Intellectual Property
    1. The Customer acknowledges that, unless otherwise agreed in writing, all Intellectual Property rights attaching to the Goods or arising out of the provision of Services are and will remain the property of Inteo (or its supplier, where such rights are owned by that supplier).
    2. Software will be licensed to the Customer on the terms of the relevant license agreement provided with the Goods or as otherwise agreed between Inteo and the Customer in writing.
    3. Any rights to be conferred on Customer will only commence on payment of all charges payable in connection with those rights.
  9. Health and Safety
    The Customer acknowledges the importance of health and safety and undertakes to comply with all safety laws, regulations, codes of practice and advisory standards in respect of any Inteo personnel who are required to attend a premises occupied by or controlled by the Customer. The Customer must promptly notify Inteo if the Customer or its personnel have any safety concerns.
  10. Returns, Cancellations and Termination of Agreement
    1. Return of Goods
      1. Except where Goods are faulty, Goods may only be returned if authorised by both the relevant third party supplier and Inteo. Where a return is accepted, the Goods must be returned in the same condition as delivered by Inteo and Inteo reserves the right to charge the Customer for any costs or losses incurred by Inteo if Goods which are not faulty are returned.
      2. Goods returned without the written consent of Inteo will not be accepted for credit and Inteo will be entitled to:
        1. return the Goods at the Customer’s expense to the Customer which expenses will be payable on demand by Inteo; or
        2. hold the Goods as a pledge in respect of the Customer’s indebtedness to it, whether liquidated or not, and sell the goods and apply the proceeds of sale to the amount owing by the Customer.
    2. Termination and Cancellation
      1. Customers cannot cancel an order for Goods.
      2. Customers may cancel an order for Services by providing Inteo with the period of written notice specified in the Quote.
      3. Inteo may cancel an order for Goods or a request for Services and terminate this Agreement on the provision of written notice where the Customer is unable to pay its debts as they fall due, including its debts to Inteo, suspends making payment of its debts, including its debts to Inteo, or commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.
      4. Where an order for Goods has been cancelled pursuant to this clause, Inteo reserves the right to recover the following costs from the Customer:
        1. the cost of returning and/or replacing the Goods; and
        2. any charge payable by Inteo to the Supplier in respect of the cancellation.
    3. Obligations following termination
      1. On termination or cancellation, for any reason, both Parties must return or, if requested by the other, destroy, any of the other Party’s Confidential Information, Intellectual Property, materials or documents in their possession or control.
      2. Termination of this Agreement is in all cases without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement the Customer will remain liable for any Fees for Services and/or Price of Goods and amounts payable in respect of Goods and/or Services provided prior to the date of termination or expenses or charges incurred prior to the date of termination.
  11. Warranties and Indemnities
    1. Warranties
      The Customer warrants that:


      1. it has read and understood this Agreement and agrees to comply with the terms of this Agreement at all times;
      2. it has not been induced to enter into this Agreement by reason of any promise, representation, warranty or guarantee or undertaking whatsoever other than as is expressly stated in this Agreement;
      3. it has been given the opportunity to take legal advice on the terms of this Agreement;
      4. it has the power and authority to perform this Agreement and has taken all necessary action in order to authorise its entry into this Agreement; and
      5. it has obtained all third party approvals necessary for it to perform its obligations under this Agreement.
    2. Indemnities
      The Customer indemnifies Inteo, its Related Bodies Corporate and their directors, employees, contractors, agents, workers and personnel and shall keep them indemnified against all actions, costs, charges, claims and demands in respect of:
      1. any breach of this Agreement by the Customer including without limitation the enforcement or the attempted enforcement of this Agreement;
      2. any act or omission by the Customer or its employees, contractors, workers or agents;
      3. liability for all loss, damage or injury to any person or property caused by the Customer, or its employees, contractors, workers or agents in the course of Inteo providing Goods and/or Services to the Customer.
    3. Limitation on liability
      1. Nothing in these Terms and Conditions limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
      2. Subject to any rights you have under any consumer protection law, Inteo excludes to the fullest extent possible under law, all implied terms and warranties whether statutory or otherwise, relating to the subject matter of these Terms and Conditions.
      3. Where any law (including the Australian Consumer Law) provides a consumer guarantee which may not be lawfully excluded, Inteo’s liability will be limited to that provided by law.
      4. Except in the case of death or personal injury caused by Inteo’s negligence, the liability of Inteo under or in connection with this agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the Fees for the Services and/or Price for the Goods paid by the Customer to Inteo under this Agreement.
      5. To the extent permitted by law, the liability, if any, of Inteo in contract, tort, negligence, breach of statutory duty or otherwise is limited to:
        1. in the case of the Goods, at Inteo’s option:
          1. to supply goods which are equivalent to the Goods;
          2. the replacement of the Goods; or
          3. the payment of the cost of replacing the Goods or of acquiring equivalent goods; and
        2. in the case of Service, at Inteo’s option
          1. to supply the Services again; or
          2. the payment of the cost of having the Services supplied again.
      6. Notwithstanding any other provision of this Agreement, Inteo will not be liable to the Customer in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Customer of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.
  12. Notices
    1. Any notice given under or in connection with this Agreement:
      1. must be in writing and signed by a person duly authorised by the sender;
      2. must be addressed and delivered to the intended recipient by hand, by prepaid post or by email at the address or email address last notified by the intended recipient to the sender; and
      3. is taken to be given and made:
        1. in the case of hand delivery, when delivered;
        2. in the case of delivery by post, 3 Business Days after the date of posting (if posted to an address in the same country) or 7 Business Days after the date of posting (if posted to an address in another country);
        3. in the case of an email, on the day and at the time it is deemed by law to have been received.
    2. This clause does not limit the way in which a notice can be deemed to be served under any Law.
  13. Survival
    The obligations contained in clauses 3 to 12 survive termination or expiry of this Agreement.
  14. Miscellaneous
    1. A party to this Agreement may not assign or purport to assign any of its rights under the Agreement without the prior written consent of the other party.
    2. This Agreement takes effect, is governed by and will be construed in accordance with the laws from time to time in force in Victoria and the parties submit to the jurisdiction in the Courts of that State.
    3. Failure or omission by either party at any time to enforce or require strict or timely compliance with any provision of this Agreement will not affect or impair that provision in any way or the rights of either party to avail itself of the remedies it may have in respect of any breach of any such provisions.
    4. This Agreement constitutes the entire agreement of the parties in respect of the matters dealt with in it and supersedes all prior representations, arrangements, agreements, understandings and negotiations in respect of those matters.
    5. Insofar as this Agreement relates to the provision of Services, where this Agreement may be terminated on the provision of notice this Agreement may be changed or amended by Inteo providing you with a period of notice that is equivalent to the period of notice required in order to terminate the Agreement.
  15. Definitions and Interpretation
    1. Definitions
      In this Agreement:
      Business Day” means a day other than a Saturday or a Sunday or a public holiday observed in Victoria when banks are generally open in Victoria to conduct business;
      Customer means the party identified as the Customer in the Quote;
      Fees” means the fees for the Services identified and calculated in accordance with the method specified in the Quote;
      Goods” means the goods described in the Quote which are to be supplied in accordance with this Agreement;
      GST” means Goods and Goods and/or Services Tax within the meaning of the GST Act;
      GST Act” means the A New Tax System (Goods and Goods and/or Services Tax) Act 1999 (Cth);
      Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields;
      Parties” means Inteo and the Customer;
      Personnel” means persons, whether as employees, workers, directors, officers or sub-contractors of Inteo, who are employed, appointed or are engaged by Inteo to provide the Goods and/or Services;
      Price” means the price of the Goods specified in the Quote;
      Quote” means the quote, proposal or statement of works for supply of goods or services provided to you by Inteo;
      Related Bodies Corporate” means a related body corporate as defined in section 9 of the Corporations Act 2001 (Cth);
      Services” means the services described in the Quote to be performed in accordance with this Agreement;
      Tax Invoice” has the same meaning as in the GST Act.
    2. Interpretation

      In this Agreement unless the contrary intention appears:

      1. a reference to this Agreement or another instrument includes any variation or replacement of either of them;
      2. a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re enactments or replacements of any of them;
      3. the singular includes the plural and vice versa;
      4. the word person includes a firm, a body corporate, an unincorporated association or an authority;
      5. a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and assigns;
      6. if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive to that day; and
      7. a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later.