Terms & Conditions

1. Application

1.1 These T&Cs, and no other terms and conditions, will apply to any order for and any supply of Products or Services by Urban IT unless expressly agreed by Urban IT.

1.2 By accessing Urban IT’s website you agree to be bound by these T&Cs. The provision by Urban IT of any information, services or other material on its website is expressly conditional on your acceptance without alteration of these T&Cs

2. Order for Products and Services

2.1 Any quotation by Urban IT does not constitute an offer to supply.

2.2 Unless otherwise stated by Urban IT, any quotation given by Urban IT will remain valid for 7 days from the date of the quotation provided that Urban IT may withdraw or vary a quotation at any time prior to Urban IT’s acceptance of an Order

2.3 Any Order given by you to Urban IT will constitute agreement to these T&Cs by you.

2.4 No Order by you will be binding on Urban IT unless Urban IT accepts the Order.

2.5 If Urban IT accepts an Order, the parties will have created a binding Contract and Urban IT will supply the Products and/or Services to you, and you will pay the Price to Urban IT in accordance with the terms of the Contract (which will include these T&Cs).

2.6 You are not entitled to cancel any Order or Contract and must pay to Urban IT any costs associated with your purporting to cancel any Order or Contract.

2.7 You must provide to Urban IT all Client Information, at the time you request any quotation from Urban IT and prior to providing any Order to Urban IT.

2.8 If at any time Urban IT considers that any Client Information or facts provided by you to Urban IT are not sufficient to enable Urban IT to supply the Products and/or Services to you in accordance with the Contract, you must, at your cost, provide such further information, documents or assistance as Urban IT considers reasonably necessary.

2.9 Urban IT will be entitled to rely on the accuracy of any Client Information and facts provided by you.

2.10 If there are any errors in any Client Information or facts provided by you to Urban IT, Urban IT will, in addition to Urban IT’s other rights under these T&Cs or at law, be entitled to vary the Price. If you fail to supply any Client Information or facts that prevent the complete delivery of the Products and/or Services, Urban IT has the right to invoice you for any part of the work carried out and expenses incurred.

2.11 At Urban IT’s request, you will approve any statement of works, service level agreement or scope of works provided by Urban IT. You will be responsible to notify Urban IT of any errors or omissions contained in such statement of works, service level agreement or scope of works, prior to approval. These T&C’s will be incorporated into such approved statement of works, service level agreement or scope of works and will form part of the Contract.

2.12 If the supply of any Products or Services requires a third party application form to be completed, you will promptly complete such form and provide to Urban IT or third party as directed.

2.13 You will be responsible for the quantity of Products in any Order and Urban IT will not have any liability to you if there is any excess or shortfall of the Products for the intended purpose.

2.14 Urban IT may cancel any Contract at any time prior to delivery of the Products and/or Services with no liability other than to repay any amount of the Price paid in advance of the cancellation less any costs incurred by Urban IT.

3. Price

3.1 In the case of the supply of hardware Products:

• (a) Urban IT will provide you with an Invoice upon your acceptance of the quotation;
• (b) Payment must be received prior to delivery and is non-refundable, as stock is ordered immediately upon receipt of payment by you.

3.2 In the case of the supply of all other Products and Services, Urban IT will provide you with an Invoice once Urban IT has delivered the Product and/or Services. However, Urban IT reserves the right to provide an Invoice prior to completion if the work is ongoing, extends beyond 30 days from commencement or delays are caused through no fault of Urban IT.

3.3 Unless otherwise expressly stated by Urban IT in writing, the Price is exclusive of any domain name registration, web and hosting, hardware, software, third party expenses, delivery charges, GST or other expenses.

3.4 You agree to pay each Invoice in cleared funds within 7 days of issue of the Invoice.

3.5 You must not withhold, make deductions from, or set-off payment of any money owed to Urban IT for any reason.

3.6 Urban IT may charge, in addition to the Price, any other fees, charges and surcharges that Urban IT notifies you of, from time to time.

3.7 If payment of the Invoice is not received within 14 days of issue of an Invoice, Urban IT reserves the right to charge interest at the rate of 5% per annum calculated daily and any legal costs associated with the recovery of any outstanding sum owed by you. You will also be liable to pay any bank or other fees associated with any dishonoured payments or cheques incurred by Urban IT.

4. Delivery of Products and Services

4.1 Any timeframes or estimates that Urban IT gives in respect of the delivery of Products and/or Services is an estimate only and is contingent on internet speed, materials, guidelines, access provided by you and third party providers. Any additions, changes, or enhancements may incur additional costs and result in a revised delivery date and Price.

4.2 For the supply of any Products outside of Australia-wide:

• (a) are delivered Ex Works (as that term is defined by Incoterms) unless otherwise agreed by Urban IT; and
• (b) If Urban IT agrees to deliver Products other than Ex Works, Urban IT:
  • (i) will charge delivery charges, demurrage, waiting time and other charges of Urban IT;
  • (ii) will endeavour to deliver the Products to the nominated delivery location; and
  • (iii) may charge further delivery charges if you are unable to receive delivery of the Products in accordance with the delivery arrangements.

4.3 You acknowledge that there may be unforeseen circumstances that may delay the delivery of Products and/or Services, for which Urban IT will not be liable

4.4 Urban IT will only deliver Products and/or Services during Urban IT’s usual business hours unless Urban IT agrees otherwise in writing.

4.5 Urban IT may deliver Products and/or Services in separate instalments.

4.6 You will ensure a member of your Personnel will be available to receive any Products and/or Services and to assist where necessary in the delivery of such Products and/or Services.

4.7 Upon delivery of the Products and/or Services, the risk in the Products will pass to you.

4.8 You will not receive title to Products until you make full payment of the Price and any other amounts payable to Urban IT.

4.9 You must inspect any Products and/or Services immediately on delivery of such Products and/or Services. You must notify Urban IT in writing of any unsatisfactory points within 5 days of delivery, failing which you are deemed to have accepted the Products and/or Services.

4.10 If you notify Urban IT in accordance with clause 4.9, and Urban IT (acting reasonably) considers that you have been unreasonable in any rejection of the Products and/or Services, Urban IT may elect to terminate the Contract and take measures to recover payment for any part of Products and/or Services delivered.

4.11 You acknowledge that the Services may involve problem solving or trial and error and that it is a science applied often in novel or unknown circumstances and involves experimentation. In particular, Urban IT may be required to carry out tests and provide troubleshooting, advice and recommendations that may prove incorrect or inappropriate, in an attempt to solve a problem. Whilst we make reasonable endeavours to provide appropriate tests, troubleshooting, advice and recommendations, you indemnify Urban IT in provision of the Services.

4.12 You must, at your expense, obtain all Approvals necessary for and incidental to the supply of the Products and Services. In addition, you warrant that implementation of the Products and/or Services will not be contrary to any criminal laws or be unethical or immoral.

5. Defects after acceptance

5.1 Subject to compliance with these T&C’s, Contract and any other terms notified by Urban IT:

• (a) in respect to personal computers built by Urban IT and for which a fixed Price is invoiced and paid, Urban IT guarantees parts and labour for two years from defects from the date of delivery of the personal computer, except where the defect has arisen through the misuse or negligence of such hardware other than by Urban IT; and
• (b) in respect to all other Products, Urban IT provides no guarantee. You may be entitled to make a warranty claim against the third party manufacturer.

5.2 In respect to any faulty Products and/or Services, Urban IT may at its election:

• (a) re-supply the Products or re-perform the Services. You will be responsible for payment of any delivery charges; and
• (b) provide a refund or part refund in respect to the affected portion of the Products and/or Services.

6. Force Majeure

Urban IT will not be liable to you for any failure to perform or delay in performing Urban IT’s obligations under these T&Cs if the failure or delay is due to any cause beyond Urban IT’s reasonable control. If any such failure or delay continues for a period of 14 days Urban IT may terminate any affected Contract.

7. Confidential Information and Intellectual Property

7.1 Urban IT will not use, or disclose, any Confidential Information disclosed to Urban IT in the course of delivery of the Products and/or Services.

7.2 All Intellectual Property Rights in all designs, specifications, technical information and documents created in relation to the Products and Services will not transfer to you and no supply of Products and/or Services will grant to you any Intellectual Property Rights in respect of Products, Services or related designs, specifications, technical information or documents.

7.3 Urban IT grants you a non-exclusive, non-transferrable, right to use the Products strictly and only for the purpose of your use of the Products, which use must be in accordance with its proper intended purpose and subject to any instructions, terms and conditions or restrictions delivered with the Products.

7.4 You warrant that Urban IT’s use of any designs, instructions or documents provided by you to Urban IT will not infringe the Intellectual Property Rights of any other party.

7.5 This clause survives termination of these T&Cs and Contract.

8. Credit and Personal Property Securities

8.1 You must make full payment of the Price in accordance with clause 3 unless Urban IT has granted credit terms to you.

8.2 If Urban IT grants credit terms to you, then to secure the punctual payment of all amounts owed by you to Urban IT, you grant to Urban IT:

• (a) a security interest (as defined under the PPSA) over all your present and after-acquired property in relation to which you can be a grantor of a security interest under the PPSA, whether or not you have title to the property, including but not limited to all PPSA retention of title property (as defined under section 51F of the Corporations Act); and
• (b) a fixed charge over all your present and after-acquired property in relation to which you cannot be a grantor of a security interest under the PPSA.

8.3 You agree and acknowledge Urban IT may (without limiting Urban IT’s other rights under these T&Cs, at law or otherwise) lodge caveats over your property (including any property of a director, if you are an incorporated entity) and take any other action to secure and enforce Urban IT’s security under clause 8.2.

8.4 You:

• (a) agree with Urban IT that neither you, nor Urban IT, will disclose information of the kind specified in section 275(1) of the PPSA (except in the circumstances required by sections 275(7)(b) to (e) of the PPSA);
• (b) agree that, to the extent permitted under section 115(1) of the PPSA, the following provisions of the PPSA do not apply: sections 95, 118, 121(4), 125, 130, 132(3)(d), 135, 138B(4), 142 and 143;
• (c) agree that, to the extent permitted under section 115(7) of the PPSA, the following provisions of the PPSA do not apply: sections 127, 129(2), 129(3), 132, 134(2), 135, 136(5) and 137;
• (d) acknowledge that Urban IT may, at your cost, register one or more financing statements in relation to any security;
• (e) waive, if permitted under the PPSA, your right under section 157 of the PPSA to receive notice of any verification statement relating to the registration of any financing statement or any related financing change statement; and
• (f) will not, without prior written notice to Urban IT, change your name or initiate any change to any documentation registered under the PPSA.

9. Director’s guarantee

9.1 If you are an incorporated entity, the director(s) guarantees the performance of your obligations pursuant to these T&Cs and Contract, including but not limited any amounts due to Urban IT.

10. Representations and warranties

10.1 Urban IT warrants to you that it will:

• (a) ensure Urban IT’s Personnel complies with the performance of its obligations of these T&Cs and all relevant laws; and
• (b) use only technically competent Personnel to perform its obligations under these T&Cs.

10.2 Urban IT excludes all express and implied conditions and warranties in relation to the Products except those conditions or warranties that cannot be excluded by law and Urban IT’s liability under any such conditions or warranties is limited to, at Urban IT’s option, replacement or repair of the Products and/or to resupply the Services.

10.3 Urban IT does not warrant that the Products and/or Services provided to you by Urban IT will be compatible. Whilst Urban IT will take care to avoid any adverse consequence, including but not limited to loss of data, Urban IT will not be responsible in such circumstances. You acknowledge that Urban IT has no control over many factors involved, including the suitability, function or fitness for purpose of the Products and/or Services.

10.4 Any Products or Services provided by a third party supplier will be the subject of such third party supplier’s terms and conditions and any warranties provided. You must comply with such third party terms and conditions.

10.5 Nothing in these T&Cs are intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 (Cth) or any Fair Trading Act except to the extent permitted by such Acts.

10.6 You are required to strictly adhere to any instructions provided with Products, including but not limited to safety advice, installation instructions and warnings. If you are concerned that a Product is defective, it is your responsibility to immediately notify Urban IT and follow Urban IT’s instructions.