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Terms & Conditions

  1. Definitions
    1. “Tech Seek” means Tech Seek Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of Tech Seek Pty Ltd.
    2. “Client” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Client is a reference to each Client jointly and severally.
    3. “Goods” means all Goods or Services supplied by Tech Seek to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
    4. “Price” means the Price payable for the Goods as agreed between Tech Seek and the Client in accordance with clause 4 below.
  2. Acceptance
    1. The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.
    2. These terms and conditions may only be amended with Tech Seek’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Tech Seek.
    3. Tech Seek does not warrant that it will be able to diagnose all problems with the Client’s computer system, or that it will be able to fix all problems that it diagnoses with the Client’s computer system.
    4. Unless an act or omission by the Client causes the original issue(s) to arise again, all work associated with the delivery of the Services shall be free from defects in materials and workmanship for a period of seven (7) days from the date of delivery.
    5. Notwithstanding anything contained in clause 15 herein, the Client agrees that Tech Seek may use the Client’s personal information for the purposes of marketing and promotion of Tech Seek’s products and Services, unless the Client indicates otherwise in writing.
  3. Change in Control
    1. The Client shall give Tech Seek not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by Tech Seek as a result of the Client’s failure to comply with this clause.
  4. Price and Payment
    1. At Tech Seek’s sole discretion the Price shall be as indicated on any invoice provided by Tech Seek to the Client.
    2. Tech Seek reserves the right to change the Price if a variation to Tech Seek’s quotation is requested.
    3. At Tech Seek’s sole discretion a non-refundable deposit may be required.
    4. Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Tech Seek, which may be:
      1. (a) on delivery of the Goods and/or Services;
      2. (b) the date specified on any invoice or other form as being the date for payment; or
      3. (c) the date which is thirty (30) days following the date of any invoice given to the Client by Tech Seek; or
      4. (d) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Tech Seek
    5. Payment may be made by cash, bank cheque, electronic/on-line banking, PayPal, credit card or by any other method as agreed to between the Client and Tech Seek.
    6. Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Tech Seek an amount equal to any GST Tech Seek must pay for any supply by Tech Seek under this or any other agreement for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
  5. Delivery of Goods
    1. Delivery (“Delivery”) of the Goods is taken to occur at the time that Tech Seek (or Tech Seek’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
    2. At Tech Seek’s sole discretion the cost of delivery is included in the Price.
    3. Any time or date given by Tech Seek to the Client is an estimate only. The Client must still accept delivery of the Goods even if late and Tech Seek will not be liable for any loss or damage incurred by the Client as a result of the delivery being late.
  6. Risk
    1. Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
    2. If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, Tech Seek is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Tech Seek is sufficient evidence of Tech Seek’s rights to receive the insurance proceeds without the need for any person dealing with Tech Seek to make further enquiries.
    3. If the Client requests Tech Seek to leave Goods outside Tech Seek’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk.
    4. It shall be the Client’s sole responsibility to remove any removable media (including, but not limited to, diskettes, CDs, DVDs or PC Cards) from the Goods prior to returning or submitting the Goods for repair or replacement.
    5. Tech Seek shall not be held liable for any loss or corruption of data or files (including, but not limited to, software programmes) resulting from servicing or repairs being undertaken on the Goods. It is the sole responsibility of the Client to back-up any data which they believe to be important, valuable or irreplaceable prior to bringing in any Goods for servicing or repairs.
    6. Where Tech Seek gives advice or recommendations to the Client, or the Client’s agent, with specific instructions regarding the use of the Goods and such advice or recommendations are not acted upon then Tech Seek shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Services.
    7. Tech Seek may discontinue providing some or all Goods or Services (or both) if, in its reasonable opinion;
      1. (a) the Client’s computer systems do not meet the minimum technical requirements for the provision of those Services or the installation of those Goods; or
      2. (b) the Client’s requirements are unusual or unreasonable.
    8. Where Tech Seek discontinues the provision of Services in accordance with clause 6.7, the Client will only be liable for services delivered prior to the time of discontinuance and for Goods that cannot be returned to the supplier or otherwise utilised by Tech Seek.
  7. Client’s Responsibilities
    1. For the purposes of Tech Seek providing the Services or delivering the Goods, the Client must provide Tech Seek with:
      1. (a) access to the relevant areas of the Client’s premises;
      2. (b) a safe working environment;
      3. (c) all relevant passwords to the Client’s computer systems;
      4. (d) electrical power; and
      5. (e) where required, internet connectivity.
  8. Title
    1. Tech Seek and the Client agree that ownership of the Goods shall not pass until:
      1. (a) the Client has paid Tech Seek all amounts owing to Tech Seek; and
      2. (b) the Client has met all of its other obligations to Tech Seek.
    2. Receipt by Tech Seek of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
    3. It is further agreed that:
      1. (a) until ownership of the Goods passes to the Client in accordance with clause 8.1 that the Client is only a bailee of the Goods and must return the Goods to Tech Seek on request.
      2. (b) the Client holds the benefit of the Client’s insurance of the Goods on trust for Tech Seek and must pay to Tech Seek the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
      3. (c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Tech Seek and must pay or deliver the proceeds to Tech Seek on demand.
      4. (d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Tech Seek and must sell, dispose of or return the resulting product to Tech Seek as it so directs.
      5. (e) the Client irrevocably authorises Tech Seek to enter any premises where Tech Seek believes the Goods are kept and recover possession of the Goods.
      6. (f) Tech Seek may recover possession of any Goods in transit whether or not delivery has occurred.
      7. (g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Tech Seek.
      8. (h) Tech Seek may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
  9. Personal Property Securities Act 2009 (“PPSA”)
    1. In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
    2. Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously been supplied and that will be supplied in the future by Tech Seek to the Client.
    3. The Client undertakes to:
      1. (a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Tech Seek may reasonably require to;
        1. (i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
        2. (ii) register any other document required to be registered by the PPSA; or
        3. (iii) correct a defect in a statement referred to in clause 9.3(a)(i) or 9.3(a)(ii);
      2. (b) indemnify, and upon demand reimburse, Tech Seek for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
      3. (c) not register a financing change statement in respect of a security interest without the prior written consent of Tech Seek;
      4. (d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of Tech Seek;
      5. (e) immediately advise Tech Seek of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
    4. Tech Seek and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
    5. The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
    6. The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
    7. Unless otherwise agreed to in writing by Tech Seek, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
    8. The Client must unconditionally ratify any actions taken by Tech Seek under clauses 9.3 to 9.5.
    9. Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
  10. Security and Charge
    1. In consideration of Tech Seek agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
    2. The Client indemnifies Tech Seek from and against all Tech Seek’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Tech Seek’s rights under this clause.
    3. The Client irrevocably appoints Tech Seek and each director of Tech Seek as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 10 including, but not limited to, signing any document on the Client’s behalf.
  11. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
    1. The Client must inspect the Goods on delivery and must within seven (7) days of delivery notify Tech Seek in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow Tech Seek to inspect the Goods.
    2. Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).
    3. Tech Seek acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
    4. Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Tech Seek makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. Tech Seek’s liability in respect of these warranties is limited to the fullest extent permitted by law.
    5. If the Client is a consumer within the meaning of the CCA, Tech Seek’s liability is limited to the extent permitted by section 64A of Schedule 2.
    6. If Tech Seek is required to replace the Goods under this clause or the CCA, but is unable to do so, Tech Seek may refund any money the Client has paid for the Goods.
    7. If the Client is not a consumer within the meaning of the CCA, Tech Seek’s liability for any defect or damage in the Goods is:
      1. (a) limited to the value of any express warranty or warranty card provided to the Client by Tech Seek at Tech Seek’s sole discretion;
      2. (b) limited to any warranty to which Tech Seek is entitled, if Tech Seek did not manufacture the Goods;
      3. (c) otherwise negated absolutely.
    8. Subject to this clause 11, returns will only be accepted provided that:
      1. (a) the Client has complied with the provisions of clause 11.1; and
      2. (b) Tech Seek has agreed that the Goods are defective; and
      3. (c) the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and
      4. (d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
    9. Notwithstanding clauses 11.1 to 11.8 but subject to the CCA, Tech Seek shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
      1. (a) the Client failing to properly maintain or store any Goods;
      2. (b) the Client using the Goods for any purpose other than that for which they were designed;
      3. (c) the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
      4. (d) the Client failing to follow any instructions or guidelines provided by Tech Seek;
      5. (e) fair wear and tear, any accident, or act of God.
    10. In the case of second hand Goods, unless the Client is a consumer under the CCA, the Client acknowledges that it has had full opportunity to inspect the second hand Goods prior to delivery and accepts them with all faults and that to the extent permitted by law no warranty is given by Tech Seek as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The Client acknowledges and agrees that Tech Seek has agreed to provide the Client with the second hand Goods and calculated the Price of the second hand Goods in reliance of this clause 11.10.
    11. Notwithstanding anything contained in this clause if Tech Seek is required by a law to accept a return then Tech Seek will only accept a return on the conditions imposed by that law.
  12. Intellectual Property
    1. Where Tech Seek has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of Tech Seek.
    2. The Client warrants that all designs, data, specifications or instructions given to Tech Seek will not cause Tech Seek to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Tech Seek against any action taken by a third party against Tech Seek in respect of any such infringement.
    3. The Client agrees that Tech Seek may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods (including, but not limited to, Client logos) which Tech Seek has created for the Client.
    4. Where Tech Seek has provided computer software and documentation, Tech Seek retains ownership of the computer software and documentation, but grants a licence to the Client for use of the computer software and documentation. The Client will use any third-party software supplied by Tech Seek, and identified as such, strictly in terms of the licence under which it is supplied.
  13. Default and Consequences of Default
    1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Tech Seek’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    2. If the Client owes Tech Seek any money the Client shall indemnify Tech Seek from and against all costs and disbursements incurred by Tech Seek in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Tech Seek’s collection agency costs, and bank dishonour fees).
    3. Without prejudice to any other remedies Tech Seek may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Tech Seek may suspend or terminate the supply of Goods to the Client. Tech Seek will not be liable to the Client for any loss or damage the Client suffers because Tech Seek has exercised its rights under this clause.
    4. Without prejudice to Tech Seek’s other remedies at law Tech Seek shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Tech Seek shall, whether or not due for payment, become immediately payable if:
      1. (a) any money payable to Tech Seek becomes overdue, or in Tech Seek’s opinion the Client will be unable to make a payment when it falls due;
      2. (b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
      3. (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
  14. Cancellation
    1. Tech Seek may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Tech Seek shall repay to the Client any money paid by the Client for the Goods. Tech Seek shall not be liable for any loss or damage whatsoever arising from such cancellation.
    2. In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by Tech Seek as a direct result of the cancellation (including, but not limited to, any loss of profits). The Client’s deposit will not be refunded, and the Client is responsible to pay Tech Seek for any costs incurred.
  15. Privacy Act 1988
    1. The Client agrees for Tech Seek to obtain from a credit reporting agency a credit report containing personal credit information about the Client in relation to credit provided by Tech Seek.
    2. The Client agrees that Tech Seek may exchange information about the Client with those credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the following purposes:
      1. (a) to assess an application by the Client; and/or
      2. (b) to notify other credit providers of a default by the Client; and/or
      3. (c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
      4. (d) to assess the creditworthiness of the Client. The Client understands that the information exchanged can include anything about the Client’s creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.
    3. The Client consents to Tech Seek being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
    4. The Client agrees that personal credit information provided may be used and retained by Tech Seek for the following purposes (and for other purposes as shall be agreed between the Client and Tech Seek or required by law from time to time):
      1. (a) the provision of Goods; and/or
      2. (b) the marketing of Goods by Tech Seek, its agents or distributors; and/or
      3. (c) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or
      4. (d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
      5. (e) enabling the daily operation of Client’s account and/or the collection of amounts outstanding in the Client’s account in relation to the Goods.
    5. Tech Seek may give information about the Client to a credit reporting agency for the following purposes:
      1. (a) to obtain a consumer credit report about the Client;
      2. (b) allow the credit reporting agency to create or maintain a credit information file containing information about the Client.
    6. The information given to the credit reporting agency may include:
      1. (a) personal particulars (the Client’s name, sex, address, previous addresses, date of birth, name of employer and driver’s licence number);
      2. (b) details concerning the Client’s application for credit or commercial credit and the amount requested;
      3. (c) advice that Tech Seek is a current credit provider to the Client;
      4. (d) advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days, and for which debt collection action has been started;
      5. (e) that the Client’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;
      6. (f) information that, in the opinion of Tech Seek, the Client has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Client’s credit obligations);
      7. (g) advice that cheques drawn by the Client for one hundred dollars ($100) or more, have been dishonoured more than once;
      8. (h) that credit provided to the Client by Tech Seek has been paid or otherwise discharged.
  16. Unpaid Seller’s Rights
    1. Where the Client has left any item with Tech Seek for repair, modification, exchange or for Tech Seek to perform any other service in relation to the item and Tech Seek has not received or been tendered the whole of any moneys owing to it by the Client, Tech Seek shall have, until all moneys owing to Tech Seek are paid:
      1. (a) a lien on the item; and
      2. (b) the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods.
    2. The lien of Tech Seek shall continue despite the commencement of proceedings, or judgment for any moneys owing to Tech Seek having been obtained against the Client.
  17. General
    1. The failure by Tech Seek to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Tech Seek’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    2. These terms and conditions and any contract to which they apply shall be governed by the laws of the state of Victoria in which Tech Seek has its principal place of business, and are subject to the jurisdiction of the courts of Melbourne CBD in Victoria.
    3. Subject to clause 11 Tech Seek shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Tech Seek of these terms and conditions (alternatively Tech Seek’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
    4. The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Tech Seek nor to withhold payment of any invoice because part of that invoice is in dispute.
    5. Tech Seek may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
    6. The Client agrees that Tech Seek may amend these terms and conditions at any time. If Tech Seek makes a change to these terms and conditions, then that change will take effect from the date on which Tech Seek notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for Tech Seek to provide Goods to the Client.
    7. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
    8. When the Client uses Goods or sends e-mails, text messages, and other communications from the Client’s desktop, mobile or other device to Tech Seek, the Client is communicating with Tech Seek electronically. Tech Seek will communicate with the Client electronically in a variety of ways, such as by e-mail, text, in-app push notices or by posting e-mail messages or communications. The Client consents to receive communications and invoices from Tech Seek electronically and agrees that communications and invoices that Tech Seek provides electronically satisfy any legal requirements that such be in writing.
    9. The Client confirms that the Client consents to signing and entering into an agreement with Tech Seek electronically.  The Client confirms that it is the Client’s intention and wish for the Client’s signature to be noted as being applied/  The Client confirms that it signs and enters into an agreement with Tech Seek electronically, including by:
      1. replying electronically to Tech Seek;
      2. the Client entering and/or submitting its name electronically;
      3. the Client completing its details, making/submitting an order, signing a form electronically or otherwise;
      4. electronically or otherwise ticking a box or other online check or positive action, including one that confirms the Client’s details, the reading and/or understanding of any content, including these terms; and/or
      5. any other method that would identify the Client.
    10. The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.