1. Supply:
    Innovative Tech Australia Pty Ltd trading as Innovative Tech Australia (ABN: 11650655459) agrees to Projects (“Projects”), Products(“Products”) and/or services (“Services”) to the Client on these standard terms and conditions (‘Terms”).
  2. Quotes:
    Quotations provided by Innovative Tech Australia are valid from the time of issue till the expiration date as expressed in that document. The signing or execution of the quotation constitutes an acceptance of these Terms.
  3. Purchase Orders:
    Purchase orders for Projects or Services will constitute an offer by the Clients and acceptance of these Terms which and may only be accepted by Innovative Tech Australia in writing. Any amendments to purchase orders for Projects or Services must be approved by Innovative Tech Australia in writing to be effective. Only these Terms (no other terms and conditions which may be attached to or incorporated in a purchase order) form part of the agreement between the parties. Acceptance of a purchase order will not be acceptance of any such terms or conditions.
  4. Payment:
    All purchases require 50 percent of payment in advance.
    Payment terms are strictly Net 5 Days (Business Days) from the date of invoice. Projects will be invoiced on delivery. Services will be invoiced at the end of each month and on completion or as otherwise prescribed in the documents describing the Services to be supplied. Innovative Tech Australia may at any time change the price of goods and services without giving notice to the client.
  5. Delivery:
    Innovative Tech Australia will use its reasonable endeavors to deliver Projects or Services to the Clients by the date agreed but will not be liable for any delays in delivery caused by matters beyond its control. Freight charges incurred by Innovative Tech Australia in delivering Projects to the Clients will be invoiced to the Clients at cost unless quoted otherwise.
  6. Acceptance:
    Unless the Clients gives Innovative Tech Australia written notice of any aspect of a deliverable which is alleged by the Clients to be otherwise than in accordance with these Terms or any applicable specifications, within 7 days of the date of delivery of that deliverable, the Clients shall be deemed to have accepted that deliverable on delivery. Where the Clients puts a deliverable to commercial use, it shall be deemed to have accepted that deliverable on the first day of such use, whether or not a notice of the kind contemplated by this clause is given to Innovative Tech Australia as required.
  7. Returns:
    Projects returned will only be credited to the Client’s account if the return is authorized by Innovative Tech Australia and the Projects are in the same condition as delivered by Innovative Tech Australia and only if received by Innovative Tech Australia within 7 days of delivery. Innovative Tech Australia reserves the right to charge the Clients for any costs or losses incurred by Innovative Tech Australia if Projects which are not faulty are returned or returned without authorization, returned later than 7 days from delivery or in a different condition to the condition the Projects were in when delivered by Innovative Tech Australia. Innovative Tech Australia will use its best endeavors to minimize such costs and losses.
  8. Confidentiality:
    Innovative Tech Australia and the Client agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other. In this clause, “confidential information” means information in any form but does not include information that is already in the public domain at the time that it is disclosed or becomes part of the public domain otherwise than as a result of unauthorized disclosure by Innovative Tech Australia or the Client.
  9. Intellectual Property:
    The Client acknowledges that, unless otherwise agreed in writing, all intellectual property rights attaching to the Projects or arising out of the provision of Services are and will remain the property of Innovative Tech Australia (or its supplier, where such rights are owned by that supplier). The software will be licensed to the Client on the terms of the relevant license agreement provided with the Product or as otherwise agreed between Innovative Tech Australia and the Client in writing. Any rights to be conferred on the Client will only commence on payment of all charges payable in connection with those rights.
  10. Termination:
    10.1 Where the Client:
    (a) makes default in any payment or breaches any of these Terms;
    (b) becomes unable to pay its debts as and when they fall due; or
    (c) commits an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver-manager or the administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up Innovative Tech Australia may without prejudice to any of its rights or remedies under these Terms or otherwise by notice to the Client:
    (d) suspend the further supply and require payment in advance for future supply;
    (e) recover possession of any Product for which payment has not been made;
    (f) terminate all or any purchase orders for Projects or Services which have been accepted by Innovative Tech Australia ;
    (g) claim immediate payment of all money due by the Client in respect of all Projects and/or Services which will then be immediately due and payable notwithstanding the due date or dates for payment or any terms agreed by Innovative Tech Australia; and/or
    (h) continue to enforce its rights and recover from the Client such payments and any other amounts owing as and when they fall due.
    10.2 Where the Client; terminates enhanced support, monitoring or managed service prior to the contract expiration date, the Client will be liable for payment of the undelivered service through to the contract end date.
  11. No Representations:
    The Client acknowledges that Innovative Tech Australia has not made any warranty or representation, express or implied, in relation to the Projects or the Services, including whether they are suitable for a particular purpose (whether such purpose was made known to Innovative Tech Australia or not) unless provided in writing.
  12. No Implied Terms:
    To the fullest extent permitted by law, the parties agree to exclude any terms which would otherwise be implied into these Terms by any statute. The liability of Innovative Tech Australia for a breach of a condition or warranty implied into these Terms by the Competition and Consumer Act 2010 is limited at the option of Innovative Tech Australia :
    (a) if the breach relates to goods, to the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and
    (b) if the breach relates to services, the supplying of the services again or the payment up to a maximum of the amount paid to Innovative Tech Australia of the cost of having the services supplied again.
  13. Limitation of Liability:
    Innovative Tech Australia will not be liable to the Client for any indirect or consequential damages including loss of profits, revenue, data, hardware, or use arising out of or in relation to the supply of Projects and/or Services, even if Innovative Tech Australia knew or should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort (including negligence), or statute. Except in relation to liability for personal injury (including sickness and death), or damage to tangible property, Innovative Tech Australia’s liability to the Client in respect of any loss or damage (including the consequential or indirect loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the supply of Projects and/or Services pursuant to these Terms or in respect of a failure or omission on the part of Innovative Tech Australia to comply with its obligations under these Terms shall be, in aggregate, limited to an amount equal to the amount paid by the Client to Innovative Tech Australia under these Terms.
  14. Variation:
    Any variation to these Terms must be in writing. Variations to any of the Services agreed to be supplied will be charged by Innovative Tech Australia at its then-current rates for those additional services, unless otherwise agreed in writing.
  15. General:
    15.1 All notices must be in writing and sent by mail, hand delivery or transmitted by facsimile to the address or facsimile number of the receiving party and shall be deemed delivered, in the case of:
    (a) Hand delivery, on delivery;
    (b) posting, three days after dispatch; and
    (c) facsimile, on completion of the complete and legible transmission.
    15.2 No leniency, indulgence, or extension of time granted by Innovative Tech Australia to the Client will prejudice any of Innovative Tech Australia’s rights in any way or constitute a waiver of any of Innovative Tech Australia’s rights.
    `15.3 If any of these Terms are for any reason declared to be or become unenforceable, invalid, or illegal, the remaining Terms will remain in full force and effect.
    15.4 These Terms are governed by the laws of Western Australia, Australia, and the parties agree to submit to the non-exclusive jurisdiction of the courts of Western Australia.
  16. Taxes and GST:
    The amount payable to Innovative Tech Australia (“the Price”) is exclusive of existing taxes, duties, and government charges imposed or levied in Australia in connection with the supply of the Projects and Services. The Client shall be liable for any new or varied taxes, duties or charges imposed subsequent to Innovative Tech Australia’s quotation or proposal or to this agreement in respect of the supply of the Projects and Services. Innovative Tech Australia will issue a valid tax invoice where GST is to be recovered.
  17. Foreign currency exchange:
    Some or all of the Projects to be supplied as part of the engagement may be sourced by Innovative Tech Australia in a currency other than Australian Dollars. The price quoted for the Projects shall remain valid for a period of 7 days from the date of issue. Innovative Tech Australia reserves the right to adjust the Australian Dollar price for the Projects after this period.