GENERAL TERMS AND CONDITIONS1. DefinitionsFor the purpose of this contract:Consequential Loss means any loss or damage arising from a breach ofcontract or agreement (including breach of this contract), tort, or any otherbasis in law or equity including, but without limitation to, loss of profits, loss ofrevenue, loss of production, loss or denial of opportunity, loss of access tomarkets, loss of goodwill, indirect or remote or unforeseeable loss, loss ofbusiness reputation, future reputation or publicity, or any similar loss whetheror not contemplated by the parties at the time of entering this contract.Customer means the Customer (or any person acting on behalf of and withthe authority of the Customer) as described on any quotation, Order or otherform as provided by MTM to the Customer.Customer Supplied Items means any goods or materials provided by theCustomer to MTM in order to allow MTM to provide the Services.Goods means all goods supplied by MTM to the Customer and are asdescribed on the invoices, quotations, Orders or any other forms as providedby MTM to the Customer.GST means the goods and services tax imposed under the A New Tax System(Goods and/or Services and Services Tax) Act 1999 (Cth).IP Rights means patent, trademark, design, copyright or any other intellectualproperty right.MTM means MyTech Mate Pty Ltd (ABN 68 641 042 597), its successors andassigns.Order means an order by the Customer to MTM requesting the supply ofGoods and/or Services.Price means all monies payable by the Customer to MTM in accordance withthis contract (including with respect to the Goods and/or the Services).Rates Schedule means MTM’s schedule of rates, charges and conditions forServices, as amended by MTM from time to time.Services means any services supplied by MTM to the Customer and includesany advice or recommendations relating the provision of such services.Term has the meaning ascribed to it at clause 3.1.2. Quotes and Orders2.1 Any quotation made by MTM to the Customer is not an offer to sell orprovide Goods and/or Services to the Customer, nor does it give rise toany obligation on MTM to sell or provide the Goods and/or Services to theCustomer. Unless otherwise specified in a quotation, a quotation will bevalid for seven (7) days from the date of issue. MTM may withdraw or alterquotations at its absolute discretion for any reason.2.2 An Order constitutes an offer by the Customer to purchase the Goodsand/or Services from MTM in accordance with the Order and this contract.An Order is accepted on the parties having both signed the Order. If anOrder is submitted by email or via a web based ordering system, the Orderwill be deemed to be signed by the Customer upon that Order beingsubmitted.2.3 Upon acceptance of an Order, a binding contract is formed between theCustomer and MTM on the terms set out in the Order and this contract.2.4 In the event that an Order is subject to error or omissions, MTM mayrescind the Order by written notice to the Customer, in which case MTM’sliability to the Customer is limited to the return of any Price paid by theCustomer in respect of the Order.2.5 If there is an inconsistency between this contract and any Order, thiscontract prevails to the extent of that inconsistency, unless otherwiseagreed in writing by MTM.3. Term3.1 If an Order specifies a term for the provision of Goods and/or Services byMTM, that term will apply to that Order (Term).3.2 Once a Term expires, this contract will continue apply to the provision ofGoods and/or Services by MTM to the Customer and may be terminatedby either party by the provision of one (1) month notice in writing.4. Price and Payment4.1 The Price will be:(a) as indicated on invoices provided by MTM to the Customer inrespect of Goods and/or Services supplied;(b) MTM’s current rates at the date of delivery of the Goods and/orServices according to MTM’s then current Rates Schedule; or(c) the Price as set out in an Order.Where there is any discrepancy, the document as advised by MTM willprevail to the extent of any inconsistency.4.2 MTM reserves the right to change the Price:(a) in the event that the Customer requests a variation to the Goodsand/or Services; and(b) in the event the Customer requests goods and/or services inaddition to, and outside the scope of, the Goods and/or Services;and(c) as a consequence of variations for additional works required dueto hidden or unidentifiable difficulties beyond the control of MTM oras a result of increases to MTM in the cost of Goods, materials andlabour or any other increase in cost that is outside the control ofMTM.4.3 Unless otherwise agreed by MTM, variations in the Price will be calculatedand charged on the basis of the Rates Schedule and will be shown asvariations on an invoice. Payment for all variations must be made in fullon the due date of the relevant invoice.4.4 MTM reserves the right to vary the Rates Schedule from time to time andwithout providing notice to the Customer.4.5 The Customer acknowledges and agrees that, in addition to the Price, itwill be liable to pay to MTM:(a) call-out fees pursuant to the Rates Schedule; and(b) expenses incurred by MTM in providing the Services, includingtravel costs, flights, care hire, petrol, insurance, taxi fares,accommodation, meal allowances, tolls and car parking expenses.Where appropriate, MTM will obtain the Customer’s prior writtenconsent before such expenses are incurred by MTM.4.6 Where the Price is calculated based on increments of time, MTM willcharge the applicable rate for the whole increment of time, even if theServices are performed for part of, but not the whole of, that increment oftime.4.7 Where the Customer agrees to purchase pre-paid blocks of Services fora set period of time (Period), the Price must be paid to MTM pursuant tothe Rates Schedule (subject to any agreed discounts) prior to MTMcommencing the Services. Pre-paid blocks of Services:(a) are calculated in accordance with the applicable Period andincrements of time set out in the Rates Schedule; and(b) are only provided by MTM during the Period and, where Servicesremain unused during the Period, the unused Period cannot berolled over to any subsequent period and MTM will not be liable torefund, reimburse or other compensate or indemnify the Customerin respect to the unused Services.4.8 At MTM’s sole discretion and as notified by MTM to the Customer, a nonrefundable deposit may be required prior to MTM commencing anyServices under this contract.4.9 Unless MTM extends credit to the Customer, an Order for Goods and/orServices will not be accepted by MTM until such time as the Customerhas paid the Price for the Goods and/or Services and MTM is under noobligation to deliver the Goods or perform the Services until the Price isreceived by MTM in full.4.10 Time for payment for the Goods and/or Services will be of the essenceand will be stated on the invoice issued by MTM. If no time is stated in theinvoice, then payment will be due no later than seven (7) days after issueof an invoice by MTM.4.11 MTM will be under no obligation to release any Goods or CustomerSupplied Item unless all amounts are paid to it.4.12 When any discounts, promotions or offers have been applied to an Order,that discount, promotion or offer will apply only to that Order and will notapply to further Orders made by the Customer, unless otherwise agreedto by MTM. Any discounts, promotions or offers applicable to the Price willbecome null and void if payment is not made by the due date stated onthe invoice.4.13 Payment by the Customer must be made by cash, or by cheque, or bybank cheque, or by credit or debit card (on which payment method asurcharge may apply apply), or by direct credit, or by any other methodas agreed to between the Customer and MTM.4.14 MTM may invoice Goods and/or Services separately and which must paidin accordance with the provisions in this contract.4.15 Unless otherwise expressly stated, GST, delivery costs and other taxesand duties that may be applicable will be added to the Price.5. Customer Acknowledgements5.1 MTM supplies Goods subject to all applicable conditions, including returnsand claims policies, of the manufacturer or supplier of those Goods. TheCustomer accepts the Goods subject to those conditions and indemnifiesMTM in respect of any failure of, or defect in, the Goods on the part of themanufacturer or supplier.5.2 The Customer acknowledges that the Services may involve trial and error,tests, troubleshooting, advice and recommendations that may proveincorrect or inappropriate to the Customers circumstances and MTM is inno way responsible or liable for any loss or damage suffered by theCustomer in that respect.5.3 MTM is not liable for any cyber security attacks with respect to the14275235.1 Page 2 of 5Customers property, equipment and devices.5.4 MTM is only obliged to provide reasonable assistance in the provision ofthe Services. In the event that MTM considers (at its sole discretion) thatthe provision of the Services exceeds reasonable assistance, theCustomer agrees that the Price will be varied for the provision of suchadditional Services as MTM considers necessary. Without limiting what isconsidered reasonable assistance, reasonable assistance includes theServices only being performed during business hours (Monday to Fridayfrom 9:00am – 5:00pm, excluding public holidays in New South Wales)and within any agreed or estimated period for performance of the Services(which does not have to be expressly set out to the Customer).5.5 The Customer acknowledges and agrees as follows:(a) Recommendations made by MTM that the Customer purchaseGoods may be made in circumstances where the Customer hasmade known to MTM the purpose for which the Goods will be usedor some function sought to be fulfilled.(b) MTM has no control over the suitability, function or fitness forpurpose of Goods in an existing or new computer environment,such as the compatibility or ability of the Goods to fit into or performthe expectations in the receiving computer/internet environment orthe behaviour of third party suppliers in relation to the provision ofsupport.(c) The Goods may fail to meet the Customer’s expectations, may notbe fit for all or any purpose sought and may not be suitable or maynot function properly in all or any respect.(d) The Services may involve MTM customising Goods so that theymay be fit for particular purposes and the customisation processmay be significant and beyond what is considered reasonable andany such Order may be subject to variation of the Price pursuant toclause 5.4.(e) The Customer accepts responsibility for, and indemnifies MTMagainst, decisions made by the Customer as to whether or not tofollow the recommendations of MTM, decisions of the Customer asto whether or not to purchase or customise Goods or obtainServices for that or any other purpose, and any failure or defect insuitability, function or fitness for purpose of any Goods and/orServices. As such, MTM encourages the Customer to obtainindependent advice from a suitability qualified person.(f) The Customer must pay the Price to MTM for the provision ofServices, regardless of whether the Services achieves theCustomer’s expectations, objectives and outcomes.5.6 The Customer must follow the directions of MTM with regard to the testingor troubleshooting of any problems and, if those problems are notresolved by way of that testing and troubleshooting, MTM will allocateresources as it considers reasonable in the circumstances towardsresolution of that problem.5.7 If Goods have been changed or varied by a manufacturer or supplier ofthe Goods, MTM may supply replacement or substituted Goods to theCustomer subject to minor variations in dimension and specification.5.8 If MTM cannot supply Goods ordered by the Customer, MTM may supplyreplacement or substituted Goods of equal or superior quality providedhowever that the Customer will not pay a higher Price for the Goods.5.9 The Customer agrees at all times to rely on the warranties provided bythe manufacturer or supplier of the Goods and will deal directly with themanufacturer or supplier for any and all claims covered by thosewarranties. The Customer indemnifies MTM from the performance,obligations and any claims arising under or in connection with the breachby a manufacturer or supplier of its warranties with respect to the Goods.5.10 All software licences (including in respect to software installed by MTM)are the Customer’s responsibility and the Customer must safely store alllicences and reproduce them on request by MTM. The Customerindemnifies MTM against any claims arising directly or indirectly from anyunauthorised use of software, any breach of software licences providedby MTM, claims as a result of MTM installing software which the Customeris not authorised to use and any problem, defect or malfunctionassociated with any software supplied by third parties.5.11 The Customer agrees to comply with all directions, processes andprocedures of MTM with respect to any Order, Goods, Services and thiscontract as MTM advises from time to time.6. Delivery of Goods6.1 Delivery of the Goods will be deemed to have taken place upon the earlierof a carrier taking possession of the Goods from MTM’s premises or thepremises of a third party manufacturer or supplier for delivery to theCustomer’s nominated address in which event the carrier will be deemedto be the Customer’s agent.6.2 Unless otherwise expressly agreed in writing by MTM, the costs ofDelivery are:(a) in addition to the Price; and(b) where applicable, for the Customer’s account.6.3 If an Order estimates Delivery costs, the Customer acknowledges that thisis an estimate only and is subject to change.6.4 The Customer must make all arrangements necessary to take Delivery ofthe Goods whenever they are tendered for delivery. In the event that theCustomer is unable to take delivery of the Goods as arranged, then MTMwill be entitled to charge redelivery fees.6.5 Delivery of the Goods to a third party nominated by the Customer isdeemed to be Delivery to the Customer for the purposes of this contract.6.6 MTM may deliver the Goods by separate instalments. Each separateinstalment must be invoiced and paid in accordance with the provisions inthis contract.6.7 The failure or delay of MTM to Deliver will not entitle either party to treatthis contract as repudiated.6.8 Any estimated Delivery time is an estimate only and MTM will not be liablefor any loss or damage whatsoever due to failure by MTM to deliver theGoods (or any of them) promptly or at all due to circumstances beyondthe control of MTM.7. Risk7.1 All risk in the Goods passes to the Customer on Delivery. It is theCustomer’s responsibility to effect carrier/freight insurance and theinsurance with respect to the Goods.7.2 Where the Goods are delivered to an unattended location then suchGoods will be left at the Customer’s sole risk and it will be the Customer’sresponsibility to ensure the Goods are insured adequately or at all.8. Title8.1 MTM and the Customer agree that ownership of the Goods will not passuntil:(a) the Customer has paid MTM all amounts owing for the particularGoods (and, if applicable, any Services related to those Goods);and(b) the Customer has met all other obligations due by the Customer toMTM in respect of all contracts between MTM and the Customer.8.2 Receipt by MTM of any form of payment other than cash will not bedeemed to be payment until that form of payment has been honoured,cleared or recognised and until then MTM’s ownership and rights inrespect of the Goods will continue.8.3 It is further agreed that:(a) where practicable the Goods must be kept separate and identifiableand all labelling and packaging maintained until MTM has receivedpayment and all other obligations of the Customer are met;(b) until such time as ownership of the Goods passes from MTM to theCustomer in accordance with this contract, MTM may at any timeprior give notice in writing to the Customer to return the Goods orany of them to MTM as a result of the breach of this contract by theCustomer. Upon such notice the rights of the Customer to obtainownership or any other interest in the Goods will cease;(c) MTM will have the right of stopping the Goods in transit whether ornot delivery has been made if the Customer is in default under thiscontract;(d) if the Customer fails to return the Goods to MTM then MTM orMTM’s agent may (as the invitee of the Customer) enter upon andonto land and premises owned, occupied or used by the Customer,or any premises where the Goods are situated and take possessionof the Goods and the Customer grants its irrevocable authority todo so;(e) the Customer is only a bailee of the Goods and until such time asMTM has received payment in full for the Goods then the Customerholds any proceeds from the sale or disposal of the Goods, up toand including the amount the Customer owes to MTM for theGoods, on trust for MTM. The Customer must not deal with themoney of MTM in any way which may be adverse to MTM;(f) the Customer must not charge, or grant a security interest over, theGoods in any way whilst they remain the property of MTM; and(g) MTM may commence proceedings to recover the Pricenotwithstanding that ownership of the Goods may not have passedto the Customer.9. Personal Property Securities Act 2009 (PPSA)9.1 In this clause:(a) the terms ‘attachment’, ‘financing statement’, ‘financing changestatement’, ‘purchase money security interest’ and ‘securityinterest’ have the meaning given to it by the PPSA; and(b) the term ‘security agreement’ means the security agreement underthe PPSA created between the Customer and MTM pursuant to thiscontract.9.2 The Customer acknowledges and agrees that this contract:(a) constitutes a security agreement for the purposes of the PPSA; and(b) creates a security interest in:14275235.1 Page 3 of 5(i) all Goods previously supplied by MTM to the Customer (if any);and(ii) all Goods that will be supplied in the future by MTM to theCustomer,including, without limitation, a purchase money security interestover the Goods and that the attachment of the security interest overthe Goods has in no way been deferred or postponed.9.3 The Customer undertakes to:(a) promptly sign any further documents and/or provide any furtherinformation (such information to be complete, accurate and up-todate in all respects) which MTM may reasonably require to:(i) register a financing statement or financing change statementin relation to a security interest on the Personal PropertySecurities Register;(ii) register any other document required to be registered by thePPSA; or(iii) correct a defect in a statement referred to in clause 9.3(a)(i) or9.3(a)(ii);(b) indemnify, and upon demand reimburse, MTM for all expensesincurred in registering a financing statement or financing changestatement on the Personal Property Securities Register establishedby the PPSA or releasing any Goods charged thereby;(c) not register a financing change statement in respect of a securityinterest without the prior written consent of MTM;(d) not to do anything that results in MTM having less than the securityor priority granted by the PPSA that MTM assumed at the time ofthat perfection;(e) not register, or permit to be registered, a financing statement or afinancing change statement in relation to the Goods in favour of athird party without the prior written consent of MTM; and(f) immediately advise MTM of any material change in its businesspractices of selling the Goods which would result in a change in thenature of proceeds derived from such sales.9.4 MTM and the Customer agree that sections 96, 115 and 125 of the PPSAdo not apply to the security agreement created by this contract.9.5 The Customer hereby waives its rights to receive notices under sections95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.9.6 The Customer waives its rights as a grantor and/or a debtor undersections 142 and 143 of the PPSA.9.7 Unless otherwise agreed to in writing by MTM, the Customer waives itsright to receive a verification statement in accordance with section 157 ofthe PPSA.9.8 The Customer must unconditionally ratify any action taken by MTM underthis clause in relation to the enforcement of its security interest.10. Customer Supplied Items10.1 If the Services consist of MTM undertaking repairs or other work to aCustomer Supplied Item, the Customer acknowledges and agrees asfollows::(a) MTM may perform any act deemed necessary in an attempt torepair a Customer Supplied Item.(b) MTM will not be liable for any loss (including any ConsequentialLoss), damage or claim of any kind whatsoever which is sufferedor incurred by the Customer or a third party in connection with theServices performed on and to Customer Supplied Items, includingloss or damage to the Customer Supplied Item.(c) MTM will not be responsible for liable for any damage to or loss ofdata on the Customer Supplied Items and any component failuresthat might occur to the Customer Supplied Items from theperformance of the Services.(d) MTM may use second hand parts in connection with the Servicesperformed on and to Customer Supplied Item.10.2 If the Customer fails to collect Customer Supplied Items within ninety (90)days of MTM notifying the Customer that Services in respect to theCustomer Supplied Items have been completed, then the CustomerSupplied Items may be warehoused or otherwise held at any place orplaces at the sole discretion of MTM at the Customer's expense, whichwill be incurred and is payable by the Customer until the Customercomplies with all of the requirements and conditions of MTM.10.3 If the Customer fails to collect the Customer Supplied Items within one (1)month of receiving notice under clause 10.1, then without limiting MTM’sright to charge storage fees, MTM (at its absolute discretion) may disposeof the Customer Supplied Items, including by sale or otherwise withoutany further notice to the Customer. The Customer:(a) cannot make any claim against MTM if MTM elects to exercise itsrights under the preceding sentence; and(b) must reimburse and indemnify MTM for all costs or claims incurredby MTM in connection with MTM exercising its rights under thisclause.10.4 In addition to any right of lien to which MTM may by law be entitled, MTMis entitled to a general lien on all Customer Supplied Items in MTM’spossession for the unpaid price of any Goods and/or Services under thiscontract.11. Warranty, defects and returns11.1 To the fullest extent permitted by law, liability of MTM for any breach ofthis contract arising as a result of the negligence of MTM or for breach ofany conditions or warranty implied in this contract or by law is limited toone of the following at MTM’s option:(a) In the case of Goods - the replacement of the Goods or the supplyof equivalent Goods; the repair of the Goods; the payment of thecosts of replacing the Goods or of acquiring equivalent Goods; orthe payment of the cost of having the Goods repaired.(b) In the case of Services - the supplying of the Services again; or thepayment of the cost of having the Services supplied again.11.2 To the full extent permitted by law all other warranties or liabilities imposedor implied whether by law or by statute are expressly negatived.11.3 In relation to Goods and Services to which the Australian Consumer Lawapplies, MTM acknowledges that the Goods and Services come withguarantees that cannot be excluded under the Australian Consumer Law.For major failures with Services, the Customer is entitled to cancel thecontract and to a refund for the unused portion, or to compensation for itsreduced value. The Customer is also entitled to choose a refund orreplacement for major failures with Goods. If the failure with the Goods orServices does not amount to a major failure, the Customer is entitled tohave the failure rectified in a reasonable time. If this is not done, theCustomer is entitled to a refund for the Goods and to cancel the contractfor Services and obtain a refund of any unused portion. The Customer isalso entitled to be compensated for any other reasonably foreseeable lossor damage from a failure of the Goods or Services.11.4 The Customer assumes all risk and liability resulting from the use of theGoods and/or Services either alone or in conjunction with other goods,equipment and devices, even if MTM had or should have had priorknowledge of use to which the Goods and/or Services would be put.11.5 The Customer assumes all risk and liability for any program or data lossor damage suffered by the Customer or a third party arising directly orindirectly from the provision of the Goods and/or Services. It is solely theresponsibility of the Customer to back up its programs and data.11.6 To the fullest extent permitted by law, MTM is not liable for any loss,damage or claim of any kind whatsoever which is suffered or incurred bythe Customer or a third party in connection with:(a) the Goods and/or Services;(b) this contract;(c) the Customer use of MTM’s website (including any linked website)or use of any credit card or other debit device;(d) the unavailability of Goods and/or Services for any reason;(e) the provision of inaccurate, incomplete or incorrect information bythe Customer;(f) failure to deliver Goods and/or Services, MTM cancelling Goodsand/or Services or suspending the provision of Goods and/orServices; or(g) for any other reason whatsoever.11.7 The Customer must inspect the Goods on delivery and must within five(5) business days of delivery (time being of the essence) notify MTM inwriting of any alleged defect, shortage in quantity, damage or failure tocomply with the description or Order. If the Customer fails to comply withthese provisions the Goods will be deemed to be accepted by theCustomer, free from any defect or damage.11.8 The Customer must afford MTM an opportunity to inspect the Goodswithin a reasonable time following delivery if the Customer believes theGoods are defective in any way.11.9 If the Customer is entitled to return Goods (which will be at MTM’sabsolute discretion), the Customer must return the Goods in originalcondition and unopened, subject to where opening the packaging it isapparent that the Goods are different to what is described or are defective,in which case the Goods may be returned in their opened condition.11.10 MTM is under no obligation to accept the return of Goods which:(a) have an element of customisation;(b) are special or usual;(c) are sourced from overseas;(d) are obtained from a manufacturer or supplier that is no longertrading;(e) the Goods are unable to be returned by MTM to the manufactureror supplier.11.11 The Customer must pay all costs and expenses incurred by MTM inarranging the return of Goods to the manufacturer or supplier, unless themanufacturer or supplier meets that cost.11.12 The Customer indemnifies MTM in respect of all allegations and claims in14275235.1 Page 4 of 5respect of Goods once such Goods have been used, installed,customised or re-sold by the Customer (without prejudice to the recourseof the Customer to the manufacturer or supplier of the Goods).11.13 To the fullest extent permitted by law, MTM will not accept any returns,including for change of mind or the Goods and/or Services not being fitfor the purpose or use as intended by the Customer. In that respect theCustomer acknowledges and agrees that it has made its own enquiriesand undertaken its own due diligence with respect to the Goods and/orServices provided by MTM and satisfied itself in that regard.12. Default and Consequences of Default12.1 Interest on overdue invoices will accrue daily from the date whenpayment becomes due, until the date of payment, at the rate of fifteenpercent (15%) per annum.12.2 In the event that the Customer’s payment is dishonoured for any reasonthe Customer will be liable for any dishonour fees incurred by MTM.12.3 If the Customer:(a) defaults in payment of any invoice when due;(b) defaults in the performance of any obligation imposed on it underthis contract; and/or(c) breaches any warranty or representation contained in the contract,the Customer indemnifies MTM from and against all liability, claims,losses, damages, costs and fines and disbursements incurred by MTMin connection with that default (including, without limitation, pursuing thedebt including legal costs on a solicitor and own client basis and MTM’scollection agency costs). For the avoidance of doubt, MTM does nothave to incur an expense or cost before claiming the benefit of theindemnity provided under this clause.12.4 Without prejudice to any other remedies MTM may have, if at any timethe Customer is in breach of any obligation (including those relating topayment) MTM may suspend or terminate the supply of Goods and/orServices to the Customer and any of its other obligations under thiscontract. MTM will not be liable to the Customer for any loss or damagethe Customer suffers because MTM has exercised its rights under thisclause.12.5 Without prejudice to MTM’s other remedies at law MTM will be entitledto cancel all or any part of any order of the Customer which remainsunfulfilled and all amounts owing to MTM will, whether or not due forpayment, become immediately payable in the event that:(a) any money payable to MTM becomes overdue, or in MTM’sopinion the Customer will be unable to meet its payments as theyfall due; or(b) the Customer becomes insolvent, convenes a meeting with itscreditors or proposes or enters into an arrangement withcreditors, or makes an assignment for the benefit of its creditors;or(c) a receiver, manager, administrator, liquidator (provisional orotherwise), trustee in bankruptcy or similar person is appointedin respect of the Customer or any asset of the Customer.13. Cancellation, variations and delays13.1 MTM may cancel this contract or cancel delivery of Goods and/or theprovision of Services at any time before the Goods and/or Servicesdelivered or completed (as the case may be) by giving written notice tothe Customer if the Customer is in default, in which case all costsincurred by MTM in that respect will be immediately due and payableby the Customer.13.2 If MTM is of the opinion that it cannot fulfil a relevant Order for Goodsand/Services, MTM may cancel the order for Goods and/or Services atany time before the Goods and/or Services are delivered or completed(as the case may be), in which case MTM will provide a refund of themonies paid by the Customer in connection with that Order for theGoods and/or Services that have not been delivered or performed upuntil the date of cancellation.13.3 MTM may terminate this contract for convenience by providing theCustomer with no less than ninety (90) days written notice, in whichcase MTM will provide a refund of the monies paid by the Customer inconnection with the relevant Order for the Goods and/or Services thathave not been delivered or performed up until the date of termination.13.4 The Customer may terminate this contract by giving written notice toMTM if MTM is in default of this contract and has not rectified thatdefault within thirty (30) days of receipt of notice from the Customeroutlining the default of MTM.13.5 The Customer may terminate this contract for convenience upon givingMTM ninety (90) days written notice. In the event that an Order issubject to a Term, the Customer must pay to MTM the Price payablefor the balance of the Term as a liquidated debt, which is not intendedas a penalty and is reasonably calculated based on the loss suffered byMTM for the Customer’s termination of the contract.13.6 If the Customer requests the cancellation or variation of an Order forGoods, MTM may accept or reject that request at its absolute discretion.For the avoidance of any doubt, if Goods have been despatched forDelivery by a manufacturer or supplier of the Goods, the Customer’srequest for cancellation or variation of an Order will be rejected.13.7 If the Customer cancels or varies an Order, or any part of an Order, withthe prior written consent of MTM, then without prejudice to any otherrights MTM has against the Customer, MTM may charge the Customera fee to cover the administration costs incurred by MTM in processingthe cancellation or variation, any costs incurred by MTM in fulfilling thevaried Order, a restocking fee, materials already acquired for the Ordertogether with the cost of any labour and losses incurred by MTM inreselling or otherwise disposing of the relevant items.13.8 Whilst MTM will take all reasonable measures to ensure that Orders arecompleted by the agreed time, the Customer cannot make any claim (ofany nature) as a result of any delays of MTM in completing the Orderwhether within MTM’s control or otherwise.14. Transition Out14.1 Upon termination of expiry of this contract, MTM agrees to assist theCustomer with any reasonably requested transition of Services to a thirdparty service provider and the Customer agrees pays MTM for thoseServices in accordance with the Rates Schedule.15. Intellectual property15.1 MTM is not liable to the Customer for any infringement or unauthoriseduse of any IP Rights arising out of performance of this contract. If anydispute or claim arises with respect to any such matter then MTM mayterminate this contract by notice to the Customer without any liability onthe part of MTM.15.2 All IP Rights in connection with the provision of the Goods and/orServices, always remains the sole property of MTM. The Customer mustnot do anything which adversely affects the ownership of MTM or any ofits related entities in connection with those IP Rights.15.3 All IP Rights in custom software remains MTM’s sole property unlessalternate arrangement are part as part of a software agreement with theCustomer.16. PrivacyThe Customer consents to MTM collecting, using and disclosing personalinformation of the Customer for various purposes, including to:(a) assess creditworthiness by ascertaining a credit standing or credithistory check;(b) supply the Goods and/or Services to the Customer and themanagement of the Customer's account;(c) communicate to the Customer about the Goods and/or Servicewhich MTM or its partners or affiliates may provide to the Customer;(d) implement this contract; and(e) comply with relevant laws.17. Access and authorisations17.1 The Customer agrees to provide MTM with access to equipment,personnel and/or sites/premises as and when required by MTM in orderto provide the Services.17.2 The Customer agrees to MTM installing software on MTM’s equipmentand devices that allows MTM to access the Customer’s system at anytime, view system status, send monitoring information, see user’sdesktops and control the Customers equipment and devices. This mayrequire that equipment and devices are left on overnight or on weekends.17.3 The Customer must ensure that MTM is able to deal freely with all thirdparty providers on behalf of the Customer in order to provide the Services.18. Service request lodgement process18.1 The Customer must lodge a service request (being a request for servicesuch as adds, moves, changes and technical assistance) by only usingand following the method:(a) Phone: 02 6341 2605.(b) Email: bizsupport@mytechmate.com.au.(c) Web Portal: link at the bottom of the Customers windows homescreen.(d) Include a short description of the problem and any screenshots oferrors to assist in the resolution of the issue.(e) If the issue is being lodged by either phone or external email, theCustomer must include its name, company and return contactdetails.(f) Service requests must not be lodged directly with technicians, asthis detracts them from resolving the current issue.18.2 Service Requests that must be addressed outside of business hours(Monday to Friday from 9:00am – 5:00pm, excluding public holidays inNew South Wales) must be lodged by phone and charges apply for afterhours work (7:00am - 9:00am and 5:00pm-10:00pm Monday to Friday,excluding public holidays in New South Wales) in accordance with theRates Schedule. Otherwise, the service request will be viewed thefollowing business day.19. General provisions14275235.1 Page 5 of 519.1 The Customer must not during this contract and for a period of two (2)years after the expiry or termination of this contract, induce or offeremployment to any employees of MTM. If the Customer breaches thisobligation, the Customer agrees to pay to MTM one hundred percent(100%) of the employees total annual salary as a liquidated debt, whichis not intended as a penalty and is reasonably calculated based on theloss suffered by MTM.19.2 Any notices given to the Customer by MTM under this contract will bein writing and sent via email to the Customer’s last notified emailaddress.19.3 Each order the Customer places is, a representation by it made at thetime that it is, and will remain in the future, solvent and able to pay allof its debts as and when they fall due.19.4 The Customer acknowledges that an employee or agent of MTM doesnot have the right to make any representation, warranty or promise inrelation to the supply of the Goods and/or Services.19.5 If any provision of this contract is held to be invalid, void, illegal orunenforceable the validity, existence, legality and enforceability of theremaining provisions will not be affected, prejudiced or impaired.19.6 This contract will be governed by the laws of New South Wales,Australia and are subject to the exclusive jurisdiction of the courts ofNew South Wales.19.7 MTM will not be under any liability whatsoever to the Customer for anyConsequential Loss.19.8 The Customer indemnifies MTM in respect of any claim as to anyConsequential Loss suffered by the Customer or a third party inconnection with this contract and the provision of the Goods and/orServices.19.9 In the event of any breach of this contract by MTM the remedies of theCustomer will be limited to damages which under no circumstancesmust exceed the Price of the Goods and/or Services.19.10 The Customer will not be entitled to set off against, or deduct from thePrice, any sums owed or claimed to be owed to the Customer by MTMnor to withhold payment of any invoice because part of that invoice isin dispute.19.11 MTM may assign, licence and subcontract any or all of MTM’s rightsand obligation under this contract to a third party by providing notice tothe Customer.19.12 The Customer must not assign its rights under this contract withoutMTM’s prior written consent.19.13 No modification amendments or other variation of this contract will bevalid and binding on MTM unless made in writing and duly executed byand on behalf of MTM.19.14 MTM will not be liable for any default due to any act of God, war,terrorism, strike, lock-out, industrial action, transport issues, fire, flood,storm, pandemic, Government order or other event beyond thereasonable control of MTM, including failures by third parties to supplyGoods. If MTM is unable to supply any Goods and/or Services due toan act beyond its reasonable control, MTM may cancel any Order andwill not be liable in any way whatsoever to the Customer for thatcancellation.19.15 Each party must keep this contract and related information confidential,except to the extent it is in the public domain through no fault of a partyor if required to be disclosed by law.19.16 The failure by MTM to enforce any provision of these terms andconditions will not be treated as a waiver of that provision, nor will itaffect MTM’s right to subsequently enforce that provision.