Urban IT is a growing family business and we have always tried to keep the essence of this rather than one of the corporate world. However we cannot continue doing business on a ‘gentleman’s handshake’. These Terms and Conditions are intended to protect both Urban IT’s and your interests.
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.
3.1 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:
- (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.
- (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.
11.1 Urban IT’s liability for any Liability or Claim in relation to these T&Cs, any Contract, and any supply of Products and/or Services (whether under statute, contract, tort, negligence or otherwise) will be limited to direct damages for a proven Claim and the amount of the Price paid by you to Urban IT.
11.2 Urban IT will not be liable to you for any Liability or Claim of any kind arising directly or indirectly (whether under statute, contract, tort, negligence or otherwise) in relation to any indirect or consequential loss (including but not limited to any loss of actual or anticipated profits, revenue, savings, production, business, opportunity, access to markets, goodwill, reputation, publicity, or use) or any remote, abnormal or unforeseeable loss or any similar loss whether or not in the reasonable contemplation of the parties.
12. Release and Indemnity
You indemnify Urban IT and each member of Urban IT’s Personnel from and against any Liability or Claim arising directly or indirectly in relation to:
- (a)the accuracy of Client Information provided by you to Urban IT;
- (b) your breach of these T&Cs or any Contract;
- (c) the negligence or wilful misconduct of you or your Personnel;
- (d) acting in accordance with your instructions;
- (e) entering the location nominated by you for delivery;
- (f) damage to property of you or any third party during any delivery of Products and/or Services;
- (g) the compatibility of the Products and/or Services;
- (h) any tests in relation to Products and/or Services;
- (i) you or your Personnel directly or indirectly causing any delay in the supply of any Products and/or Services;
- (j) having to resupply the Products and/or Services, or undertake any rework, as a result of the actions or omissions by you or any third party;
- (k) you or your Personnel refusing to accept any delivery;
- (l) you or your Personnel purporting to cancel any Order or Contract; and
- (m) any proceedings, Claims and demands in relation to any secured property.
13.1 Urban IT may immediately terminate, or suspend the performance of, any Contract and you must immediately pay any money owed to Urban IT if:
- (a) you breach a term of these T&Cs or any Contract and you do not remedy the breach within 7 days of receiving a notice from Urban IT requiring you to do so;
- (b) you request Urban IT to perform illegal or unethical services;
- (c) you breach a term of these T&Cs or any Contract which is not capable of remedy;
- (d) there is any change in the Control of you, if you are an incorporated entity; or
- (e) an Insolvency Event arises in relation to you.
13.2 In the event of termination of these T&Cs:
- (a) you must pay Urban IT for all Products supplied and Services performed up until the date of termination;
- (b) in addition to sub-clause (a), you will pay Urban IT for any cancellation or associated costs with early termination of these T&Cs; and
- (c) Urban IT may refuse to complete any partially delivered Products and/or Services, without liability to Urban IT.
14. Web and Email Hosting
It is your responsibility to renew the hosting and domain registrations before the expiry date. Failure to renew in time may lead to loss of files, data, emails, backups and other material and service disruption and loss of domain.
15. Urban IT Website
15.1 The Website Content may be downloaded only for your personal and non-commercial use provided you do not remove any copyright and trade mark notices.
15.2 Whilst Urban IT endeavours to keep all information on its website up to date, it does not guarantee the accuracy of information given. Urban IT expressly disclaims any and all warranties, express or implied, that:
- (a) it is free of software viruses. It is your responsibility to protect your data by virus scanning or other computer security systems;
- (b) errors and defects will be corrected;
- (c) the Website Content is complete, true, accurate or non-misleading;
- (d) the accuracy, reliability, timeliness or otherwise of any information contained or referred to in the Website Content; and
- (e) information on the Website constitutes advice of any kind.
15.3 Urban IT has no liability for any costs, loss or damage of any kind arising as a consequence of your access to its website
In these T&Cs:
“Approvals” means all approvals, authorisations, permits, consents, determinations and licences which are issued, or required to be issued, by any government or legal authority to permit the full and proper performance of your obligations under these T&Cs;
“Claim” means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise;
“Client Information” means relevant information, instructions, materials, reports, specifications and facts relevant to the provision of the Products and/or Services to you and performance of Urban IT’s obligations;
“Confidential Information” means information, whether in visual, oral, documentary, electronic, machine-readable, tangible, intangible or any other form, relating to the affected party or any related entity including but not limited to any information relating to any business, products, markets, operations, processes, techniques, technology, forecasts, strategies or any other matter;
“Contract” means a contract formed as a result of the acceptance of an Order by Urban IT;
“Control” has the meaning set out in the Corporations Act;
“Corporations Act” means the Corporations Act 2001 (Cth);
“Insolvency Event” means any of the following, or any analogous, events:
- (a) you dispose of the whole or any part of your assets, operations or business other than in the ordinary course of business;
- (b) you cease, or threaten to cease, carrying on business;
- (c) you are unable to pay your debts as the debts fall due;
- (d) any step is taken by a mortgagee to take possession or dispose of the whole or any part of your assets, operations or business;
- (e) any step is taken for you to enter into any arrangement or compromise with, or assignment for the benefit of, your creditors or any class of your creditors; or
- (f) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of your assets, operations or business;
“Intellectual Property Rights” means any present or future rights conferred by statute, common law or equity in any part of the world in relation to any confidential information, copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business names, domain names, inventions, trade secrets or other results of intellectual activity in any industrial, commercial, scientific, literary or artistic fields;
“Invoice” means a tax invoice supplied by Urban IT to you, exclusive of GST unless otherwise stated;
“Liability” means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees);
“Order” means a written purchase order submitted by you to Urban IT for Products and/or Services in a form provided by Urban IT or other acceptance by you of Urban IT’s quotation;
“Personal Information” is defined in the Privacy Act 1988 (“Act”) as “any information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion”. Such information may include your name, phone, address, email and other information you choose to provide or required for the purposes of you dealing with Urban IT, or as a potential client, supplier, job applicant, stakeholder, contractor or in some other capacity;
“Personnel” means any employee, servant, contractor, subcontractor, agent, partner, director or officer of a party;
“PPSA” means Personal Property Securities Act 2009 (Cth);
“Price” means Urban IT’s price of the Products and/or Services;
“Products” means the products specified in the Order, which may include (but not limited to) software, computer hardware and parts, activation keys;
“Services” means the services specified in the Order, which may include (but not limited to) IT support and maintenance, remote access support, customisation of computer systems, VOIP phone system setup and support;
“T&Cs” means these Terms and Conditions;
“Urban IT” means Urban IT Pty Ltd (ACN 161 753 608) trading as Urban IT (ABN 16 161 753 608);
“Website Content” means the contents of Urban IT’s website.
18.1 The parties agree:
- (a) no Contract will create any partnership, joint venture, agency or relationship of employment between the parties;
- (b) Urban IT may change these T&Cs without notice to you. It is your responsibility to check that you are using Urban IT’s current version;
- (c) these T&Cs or any Contract may only be amended with Urban IT’s express written agreement;
- (d) Urban IT’s rights under these T&Cs or any Contract do not exclude any other rights of Urban IT;
- (e) no Contract will be a sale by sample;
- (f) in the event of any dispute, Urban IT’s records will be conclusive evidence;
- (g) the actions of any person claiming to have your authority will bind you to the extent permitted by law;
- (h) if any provision of these T&Cs or any Contract is unenforceable, the provision will be severed and the remaining provisions will continue to apply;
- (i) you must immediately provide written notice to Urban IT if there is any change in the Control, if you are an incorporated entity;
- (j) Urban IT may assign any rights or benefits under any Contract or these T&Cs or any Contract to any third party;
- (k) the failure by Urban IT to require performance by you of any provision contained in these T&Cs will not waive the right to require such performance;
- (l) unless otherwise expressly agreed by Urban IT, or as set out in these T&Cs, this is the entire agreement between the parties and supersedes any other communications or representations, whether written or oral;
- (m) you may only assign any rights or benefits under any Contract or these T&Cs or any Contract with Urban IT’s prior written consent; and
- (n) these T&Cs and any Contract will be governed by the laws of Victoria and the parties submit to the jurisdiction of the courts of the state of Victoria.
18.2 In these T&Cs:
- (a) the headings will not affect interpretation;
- (b) the singular includes the plural and vice versa;
- (c) any other grammatical form of a word or expression defined in these T&Cs has a corresponding meaning;
- (d) a reference to a document includes the document as novated, altered, supplemented or replaced;
- (e) a reference to a party includes the party’s executors, administrators, heirs, successors in title, permitted assigns and substitutes;
- (f) a reference to a person includes a natural person, body corporate, partnership, trust, association or any other entity;
- (g) a reference to a statute, ordinance, code or law includes regulations, rules and other instruments under the statute, ordinance, code or law and any consolidations, amendments, re-enactments or replacements;
- (h) a word or expression defined in the Corporations Act has the meaning given to the word or expression in the Corporations Act;
- (i) the meaning of general words is not limited by specific examples introduced by “including”, “for example” or similar expressions;
- (j) any agreement, representation, warranty or indemnity by two or more parties binds those parties jointly and severally;
- (k) any undertaking by a party not to do any act or thing will be deemed to include an undertaking not to permit or suffer the doing of that act or thing;
- (l) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these T&Cs; and
- (m) if a day on or by which an obligation must be performed or an event must occur is not a business day, the obligation must be performed or the event must occur on or by the next business day.