Skip to content

Standard Terms and Conditions

1. Introduction

1.1 These Terms and Conditions (these Terms and Conditions, or this Agreement) apply to the provision of goods, Services, subscriptions, licenses, support services, managed services, cloud services and any other products or services supplied by New Era Technology Holdings Pty Ltd and its operating subsidiaries* (New Era) to the Customer identified in the applicable Quotation, Statement of Work, Service Schedule, Ordering Document or other New Era supplied documentation.

1.2 These Terms and Conditions commence on the earlier of:

(a) acceptance of a Quotation;

(b) execution of a Statement of Work, Ordering Document or Service Schedule; or

(c) the Customer requesting New Era to provide goods or Services,

and continue until terminated in accordance with these Terms and Conditions. If there is any inconsistency between this Agreement or any Statement of Work, Service Schedule or Ordering Document, the terms of the Statement of Work, Service Schedule or Ordering Document will prevail to the extent of the inconsistency.

1.3 In these Terms and Conditions:

Acceptable Use Policy means New Era’s acceptable use policy, as updated from time to time, which sets out permitted and prohibited uses of the Services, as notified or made available to the Customer.

Business Day means a day that is not a Saturday, Sunday or public holiday and on which banks are open for business generally in the Service Location.

Fees means the fees payable by the Customer for goods and Services.

Ordering Document means a quotation, statement of work, proposal, service order, sales order, subscription order or other document issued by New Era describing goods, Services, pricing or terms.

Services means the services supplied by New Era to the Customer, including managed services, cloud services, communications services, SaaS services, professional services, hardware, project services or subscription services.

2. Orders and Services

2.1 New Era will provide the goods and Services specified in the applicable Ordering Document or Service Schedule to the Customer.

2.2 Once accepted by the Customer, an Ordering Document forms part of the agreement between the parties.

2.3 The price for any variation to the Services must be agreed in writing. If agreement cannot be reached, New Era may perform the variation where reasonably necessary and charge for such work at its then current time and materials rates.

2.4 The supply of goods and Services is subject to availability. New Era may suspend, discontinue or substitute goods or Services where reasonably necessary, including where a third-party supplier, carrier, cloud provider or software vendor changes, withdraws or discontinues a service.

2.5 Except as expressly stated in an Ordering Document, New Era does not warrant uninterrupted, error-free or continuous operation of the Services.

3. Fees and Payment

3.1 The Fees payable for each Service are those specified in the applicable Statement of Work or Ordering Document.

3.2 Payment shall be made by the Customer to New Era before the delivery of goods and/or the performance of Services, except where the Customer has executed a credit application that has been accepted by New Era in writing.

3.3 In that case, unless otherwise specified in an Ordering Document, New Era will invoice the Customer monthly and invoices are payable within fourteen (14) days of the invoice date.

3.4 If the Customer disputes an invoice, it must notify New Era within ten (10) Business Days of the invoice date and provide reasonable details of the dispute. The undisputed portion remains payable when due.

3.5 If payment is not received by the due date, New Era may:

(a) charge interest at the rate of 12% per annum, calculated monthly；

(b) engage debt collection agencies to recover the overdue amount; and

(c) recover all reasonable debt recovery costs and legal costs incurred in recovering the overdue amount.

3.6 Fees may vary where:

(a) subscription quantities change;

(b) consumption-based services increase;

(c) vendor pricing changes;

(d) licensing programs change;

(e) exchange rates, taxes or regulatory charges change; or

(f) third-party supplier costs increase.

New Era will provide reasonable prior written notice of any fee increase.

4. Suspension of Services

4.1 New Era may suspend the Services immediately upon notice where:

(a) the Customer fails to pay undisputed Fees;

(b) continued provision of the Services may create a security risk;

(c) the Customer breaches these Terms and Conditions; or

(d) a third-party supplier, vendor, carrier or cloud provider suspends the underlying service.

4.2 Suspension does not relieve the Customer from its obligation to pay applicable Fees.

5. Customer Responsibilities

5.1 The Customer must:

(a) provide all information, facilities, approvals, access and cooperation reasonably required by New Era;

(b) provide New Era with safe and reasonable access to its premises, systems, networks, equipment, personnel and information as is reasonably required for New Era to perform the Services;

(c) ensure information provided to New Era is accurate and complete;

(d) comply with all applicable laws and vendor license terms;

(e) comply with and ensure that its personnel, users and any third parties accessing the Services through the Customer comply with the Acceptable Use Policy;

(f) not, and must not permit any person to use the Services in a manner that breaches the Acceptable Use Policy;

(g) maintain all licenses, subscriptions and permissions necessary for the Services; and

(h) ensure its users do not misuse the Services.

5.2 The Customer remains responsible for its systems, data, users and business operations unless expressly stated otherwise in an Ordering Document.

5.3 The Customer acknowledges and agrees that it will ensure that each information technology system, platform or environment in respect of which any Services are to be performed, as set out in an Ordering Document (the Customer Environment) is and remains at all times during the provision of the Services compliant with the minimum standards (if any) specified in the relevant Ordering Document.

5.4 The Customer acknowledges and agrees that:

(a) it is the owner of the computer hardware in relation to which the Services are to be rendered, or is duly authorised to possess and operate that computer hardware;

(b) it is the holder of all requisite licences for use of the computer hardware in relation to which the Services are to be rendered, and any software installed upon that computer hardware;

(c) all software installed upon the computer hardware in relation to which the Services are to be rendered, is duly licensed and otherwise legal, and is not subject to terms which restrict it from permitting New Era to use that hardware or software to perform the Services; and

(d) all Customer sites to be attended by New Era personnel will provide a safe working environment, including following any government mandated health and safety directives.

5.5 New Era may, at its discretion, suspend the performance of Services if any of the warranties in clause 12 are breached, until such time as the relevant breach is resolved to New Era's reasonable satisfaction. Where such suspension affects a scheduled on-site visit, New Era is not required to provide a substituted visit. New Era will not be liable for any cost, loss or damage that is caused directly or indirectly from a suspension of Services (including a cancelled on-site visit) in accordance with this clause 5.5.

6. Third Party Services

6.1 Certain Services may incorporate, depend on or interact with products, software, subscriptions, cloud platforms, telecommunications services or other services supplied by third parties.

6.2 New Era is not responsible for:

(a) third-party outages;

(b) third-party service degradation;

(c) product discontinuation;

(d) pricing changes;

(e) licensing changes;

(f) support changes; or

(g) any act or omission of a third-party supplier.

6.3 New Era may pass through changes imposed by third-party suppliers, including pricing changes, licensing changes, taxes, regulatory charges and vendor program changes.

6.4 All Third-Party Software provided by New Era under this Agreement is licensed to the Customer on the terms set out in the relevant Ordering Document.

7. Return of Goods

7.1 To the extent permitted by law, no claim for the return of goods will be recognised by New Era unless received by New Era within five (5) Business Days of the Customer receiving the goods and unless otherwise agreed by New Era in writing.

7.2 Goods procured to the Customer's instructions or specifications, special-order items, software, subscriptions, licenses, cloud services, communications services and opened goods are non-returnable unless otherwise agreed by New Era in writing.

7.3 Any approved return may be subject to inspection, supplier approval, vendor return policies, restocking fees or other conditions imposed by New Era or the applicable supplier.

8. Expenses

8.1 The Customer must reimburse New Era for all reasonable expenses incurred by New Era in providing the goods or Services, including travel expenses, accommodation expenses, freight costs, parts, consumables and third-party charges.

8.2 Except where expressly included in the Fees specified in an Ordering Document, New Era will obtain the Customer’s approval before incurring any material expense that is intended to be charged to the Customer.

8.3 Approved expenses may be invoiced separately or included on a New Era invoice and are payable in accordance with these Terms and Conditions.

9. Confidentiality and Intellectual Property

9.1 Each party must keep the Confidential Information of the other party confidential and must not disclose that Confidential Information except with the other party's prior written consent or where required by law.

9.2 Neither party may disclose the commercial terms of this Agreement to any third party except with the other party's prior written consent, to its professional advisers, or as required by law.

9.3 All intellectual property owned by a party before the commencement of the Services remains vested in that party. The Customer grants New Era a non-exclusive licence to use any of Customer’s pre-existing intellectual property while New Era is providing the Services, solely for the purpose of fulfilling New Era's obligations to provide the Services.

9.4 Unless otherwise agreed in writing, all intellectual property created, developed, modified or supplied by New Era in connection with the Services remains the property of New Era. New Era grants the Customer a worldwide, perpetual, irrevocable, personal, non-transferable, royalty-free and non-exclusive licence to use any deliverables provided as part of the Services and New Era pre-existing intellectual property incorporated in, or required to use, those deliverables, for the Customer's internal business purposes. The licence granted in this clause 9.4 may not be sublicensed without New Era's prior written consent.

9.5 Without limiting clause 9.4, all intellectual property rights in New Era's software, tools, templates, methodologies, processes, know-how, systems, documentation and other materials used in providing the Services remain the exclusive property of New Era.

9.6 The Customer must not disclose the deliverables provided as part of the Services or any part of them to a third party without New Era's prior written consent.

10. Limitation of Liability

10.1 To the maximum extent permitted by law, New Era's aggregate liability arising out of or in connection with the goods, Services or this Agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the total Fees paid or payable by the Customer during the twelve (12) months immediately preceding the event giving rise to the claim.

10.2 To the maximum extent permitted by law, neither party will be liable to the other for any Consequential Loss arising out of or in connection with the supply of goods or Services or this Agreement.

10.3 For the purposes of this clause, Consequential Loss includes loss of profits, loss of revenue, loss of anticipated savings, loss of opportunity, loss of goodwill, loss of reputation, loss of data, loss of business and any indirect, special, incidental or consequential loss.

11. Indemnity

The Customer indemnifies New Era for claims arising from:

(a) Customer data;

(b) Customer misuse of Services;

(c) breach of third-party licence terms;

(d) unlawful or unauthorised use of Services.

12. Australian Consumer Law

12.1 To the fullest extent permitted by law, New Era excludes all warranties, guarantees and conditions not expressly set out in this Agreement.

12.2 Where a statutory guarantee, condition or warranty cannot be excluded, New Era's liability is limited, at its option:

    (a) in the case of goods, to:

        (i) replacement of the goods;

        (ii) repair of the goods;

        (iii) payment of the cost of replacing the goods; or 

        (iv) payment of the cost of repairing the goods; and

    (b) in the case of Services, to:

        (i) supplying the Services again; or

        (ii) paying the cost of having the Services supplied again.

13. Termination

13.1 New Era may terminate these Terms and Conditions immediately by written notice if the Customer:

    (a) commits a material breach that is incapable of remedy;

    (b) commits a material breach that is capable of remedy and fails to remedy that breach within ten (10) Business Days after receiving notice; or

    (c) becomes insolvent.

13.2 If the Customer fails to pay undisputed Fees when due, New Era may:

    (a) issue a written demand;

    (b) suspend the Services; and

    (c) terminate the agreement on thirty (30) days' written notice if payment remains outstanding.

13.3 Upon termination, the Customer must pay all Fees accrued up to the effective date of termination.

13.4 Where the Customer cancels, terminates, reduces or otherwise ceases to acquire any Services before expiry of the applicable term specified in a Quotation, Statement of Work, Ordering Document or other New Era supplied documentation, other than as a result of New Era's material breach which remains unremedied, the Customer remains liable for all Fees and charges payable in respect of the unexpired portion of that term.

13.5 The Customer acknowledges that certain goods and Services may be subject to minimum terms, third-party commitments, subscription commitments, carrier commitments, licensing commitments or other costs incurred by New Era in connection with their provision.

13.6 Unless otherwise specified in the applicable Ordering Document, the amount payable as a result of such early termination will be calculated by multiplying the recurring monthly charges for the affected Services by the number of whole months remaining in the applicable term.

13.7 Termination of a Service before expiry of its applicable term does not relieve the Customer of its obligation to pay Fees and charges payable in respect of the unexpired portion of that term.

14. Non Solicitation

14.1 During the term of the agreement and for six (6) months thereafter, the Customer must not directly or indirectly solicit, employ or engage any employee of New Era.

14.2 If the Customer breaches this clause, the Customer must pay New Era an amount equal to thirty percent (30%) of the employee's gross annual remuneration at the time of cessation of employment.

15. Retention of Title and Personal Property

15.1 All goods provided to the Customer from New Era remain the property of New Era, notwithstanding delivery to the Customer, until payment in full for those goods is received by New Era.

15.2 All risk in goods provided to the Customer shall pass to the Customer on delivery.

15.3 The Customer acknowledges and agrees that by assenting to these Terms and Conditions, the Customer grants a security interest (by virtue of this clause) to New Era in all goods supplied by New Era to the Customer (if any) and all other goods that will be supplied in the future by New Era to the Customer (or to its account) during the continuance of the relationship between New Era and the Customer.

15.4 The Customer will do such acts and provide such information (which information the Customer warrants to be complete, accurate, and up to date in all respects) as, in the opinion of New Era (acting in its absolute discretion), may be necessary or desirable to enable New Era to perfect under the Personal Property Securities Act (PPSA) the security interest created.

15.5 To the extent permitted by law, the Customer waives any right under the following provisions of the PPSA:

   (a) receive a copy of a verification statement under section 157 of the PPSA;

   (b) to receive notice of the removal of an accession under section 95 of the PPSA;

    (c) to retain the accession under section 96 of the PPSA;

    (d) to receive notice of any subsection 120(2) action in relation to a security interest in collateral under section 121(4) of the PPSA;

    (e) to dispose of or retain collateral under s 125 of the PPSA;

    (f) to receive notice of a disposal of collateral under section 130 of the PPSA;

    (g) to receive a statement of account under section 132(4) of the PPSA;

    (h) to redeem collateral under section 142 of the PPSA; and

    (i) to reinstate the security agreement under section 143 of the PPSA;

    (j) and agrees, to the extent permitted by law, to contract out of section 115 of the PPSA, except section 115(1)(g) in relation to New Era’s right to seize collateral.

15.6 The Customer agrees not to exercise its rights to make any request of New Era under section 275 of the PPSA. This does not limit the Customer’s rights to request information other than under section 275 of the PPSA. Neither the Customer nor New Era will disclose any information of the kind mentioned in section 275(1) of the PPSA unless section 275(7) of the PPSA applies.

15.7 The Customer must pay the costs, charges, and expenses of, and incidental to the need for, or desirability of registration of, a financing statement or financing change statement or any action taken by New Era to comply with the PPSA or to protect its position under the PPSA. The Customer must pay any costs incurred by New Era, including legal costs on a solicitor-own Customer basis, arising from any disputes or negotiations with third parties claiming an interest in any goods supplied by New Era.

16. Dispute Resolution

16.1 If a dispute, difference or controversy arises under these Terms and Conditions or concerning its subject matter (a Dispute), a party must not commence court proceedings until the parties have exhausted the dispute resolution procedure outlined in this clause 16. Nothing in this clause 16 restricts or limits the right of either party to obtain urgent interlocutory or injunctive relief.

16.2 Where a Party considers that a Dispute has arisen, that Party must provide a written notice (Dispute Notice) to the other party specifying the nature of the Dispute. If a Dispute Notice is given under clause 16.2:

    (a) representatives of the parties must meet within five Business Days of the date of the Dispute Notice to try to resolve the dispute in good faith; and

    (b) if the Dispute is not resolved within five Business Days of the meeting referred to in clause 16.2(a), the parties must refer the Dispute to senior executives of each party.

16.3 If a Dispute is not resolved within five Business Days of being referred to the parties' senior executives, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) in accordance with the mediation guidelines of ADC.

16.4 If the Dispute is not resolved at mediation, either party may pursue its rights at law in respect of the Dispute.

17. Force Majeure

A party will not be liable for any failure or delay in the performance of its obligations under these Terms and Conditions if that failure or delay is due to force majeure; however, this clause does not apply to any Customer obligation to pay money for goods provisioned or services performed by New Era before such force majeure event.

18. Order of Precedence

In the event of any inconsistency between these Terms and Conditions and any other document forming part of the agreement between the parties, the documents will prevail in the following order to the extent the inconsistency is with respect to the Services:

    a) Executed Master Services Agreement (if any)

    b) Ordering Document / Statement of Work / Quotation.

    c) Applicable Services Schedule.

    d) These Terms and Conditions.

    e) Customer purchase order terms (excluded unless expressly accepted by New Era). For the avoidance of doubt, any terms contained in a purchase order or similar document issued by the Customer are excluded and have no effect unless expressly accepted by New Era in writing

19. Assignment

19.1 The Customer must not assign, novate or otherwise transfer any of its rights or obligations under this Agreement without New Era's prior written consent.

19.2 New Era may assign, novate or transfer its rights or obligations under this Agreement to any Related Body Corporate (as defined in the Corporations Act 2001 (Cth)) or in connection with a merger, acquisition, restructure or sale of all or substantially all of its business assets upon written notice to the Customer.

20. Changes to Terms and Conditions

20.1 New Era may amend these Terms and Conditions from time to time by providing written notice or publishing an updated version on its website.

20.2 Any amendment takes effect 30 days after notice.

20.3 If an amendment materially and adversely affects the Customer and the parties cannot agree a resolution, the Customer may terminate the affected Service by written notice before the amendment takes effect.

20.4 Continued use of the Services after the effective date constitutes acceptance of the amended Terms.

21. Governing Law

This Agreement is governed by the laws of the State or Territory of Australia in which the goods or Services are supplied and the parties submit to the exclusive jurisdiction of the courts of that State or Territory and the Commonwealth of Australia.

22. Waiver

A failure or delay by New Era to exercise any right under this Agreement does not constitute a waiver of that right. A waiver is only effective if it is in writing.

23. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision will be severed to the extent necessary and the remaining provisions will continue in full force and effect.

24. Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior representations and agreements in connection with its subject matter (whether written or otherwise), provided, however that if the parties have entered into a Managed Services Agreement, the terms of that agreement shall take precedence over any other agreement between the parties to the extent of any inconsistency.

    For further information contact us on complianceAPAC@neweratech.com

* New Era Technology Holdings Pty Ltd ABN 56 643 947 684 subsidiaries including, but not limited to, New Era Technology Pty Ltd ABN 24 068 136 274, Intellidata Systems Pty Ltd ABN 23 623 337 815, Intervolve Pty Ltd ABN 85 126 029 203, New Era Technology - SE Pty Ltd ABN 88 088 825 209, Security Shift Cloud Pty Ltd ABN 65 616 303 505, New Era Technology - NE Pty Ltd ABN 84 128 939 631, New Era Technology - NN Pty Ltd ABN 69 002 476 655, Avante IT Pty Ltd ABN 77 105 254 724, Dancrai Pty Ltd ABN 57 167 977 956, New Era Technology AU-05 Pty Ltd ABN 78 114 647 942, New Era Technology AU-05-01 Pty Ltd ABN 34 076 491 917, New Era Technology AU-06 Pty Ltd ABN 41 150 528 724.

1. Introduction

These terms and conditions of business, as amended from time to time and made available at neweratech.com/au/legal/ (Terms and Conditions), apply to any supply of goods and/or services by New Era Technology Holdings Pty Ltd ABN 56 643 947 684 and its operating subsidiaries*(New Era) to you (Client).

The application of these Terms and Conditions will commence on the date on which the Client first requests provision of goods and/or services from New Era and shall continue until terminated in accordance with these Terms and Conditions.

 

2. Orders and Payment

New Era shall provide the specified goods and/or services to the Client.

Where New Era has given a written quotation or statement of work (Quotation), the selling price is the price specified in the Quotation. In any other case, New Era’s selling price is the price specified in the price list as at the date of dispatch. New Era may at any time change its price list to reflect, among other things, changes in exchange rates or the imposition of any duties, levies, or other taxes, and the Client is bound by those changes. New Era may charge a reasonable handling fee for all orders delivered to the Client.

The price for any variations to the work set out in the Quotation must be agreed in writing. If agreement cannot be reached, the price for the variation shall be calculated on the same basis as that set out in the Quotation.

Once an order has been accepted by New Era, it cannot be cancelled by the Client. The supply of goods and/or services is subject to availability. New Era reserves the right to suspend or discontinue the supply of goods and/or services to the Client. If New Era is unable to supply all of the Client’s order, these Terms and Conditions continue to apply to any part of the order supplied.

Payment terms are 14 days from the date of invoice, unless otherwise agreed in the Quotation. Where the Quotation specifies that the Client must be approved for credit, payment shall be made by the Client to New Era before the delivery of goods and/or the performance of the services, unless and until the Client has executed a credit application that has been accepted by New Era in writing. In that case, once a credit application has been approved, the Client agrees to pay New Era the goods and services fees within 14 days from the date of invoice or such other period as stated in the terms of New Era’s acceptance of the credit application, without deduction.

If any part of an invoice is in dispute, the balance will remain payable and must be paid when due. If the Client disputes any amount specified in an invoice, it must notify New Era (with reasonable details why it considers the invoiced amount is incorrect) within 10 Business Days after the date of the invoice. The Client has no right to set off any claim against New Era from money owing to New Era.

 

3. Default

If the Client does not make payment by the due date, exceeds its credit limit at any time (where the Quotation specifies that the Client must be approved for credit), commits a material breach of these Terms and Conditions or an insolvency event in respect of the Client arises or is reasonably suspected by New Era, New Era may (without limiting any other right or claim it may have against the Client) do any or all of the following:

  • Charge the Client interest calculated daily on any portion of the Client’s account that is overdue at the rate of 12% per annum, compounding monthly, calculated from the date the payment was due until any payment is made in full (both dates inclusive);
  • Engage debt collection agencies to recover the overdue amount;
  • Vary or withdraw any approved credit limit and/or terms of trade;
  • Cancel or suspend any unfilled orders or cease providing any services;
  • Terminate any contracts between New Era and the Client and demand immediate payment of any money due and outstanding under those contracts;
  • Cancel any rebate, discount, or allowance due or payable by New Era as of the date of the event;
  • Enter (at any time) any premises in which New Era’s goods are stored, to enable New Era to inspect the goods and reclaim possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the Client whatsoever provided New Era has given the Client at least 48 hours written notice of its intention to enter the premises except in cases where New Era reasonably believes the goods are at risk of being damaged, concealed or removed; or
  • Institute any recovery process as New Era in its discretion decided at the Client’s cost and expense.

4. Return of Goods to New Era

To the extent permitted by law, no claim for return of goods will be recognised by New Era unless received by New Era within 5 days of Client's receipt of goods and unless expressly allowed otherwise by New Era. Goods procured to the Client's instructions or specifications are non-returnable, and opened goods are non-returnable.

 

5. Expenses

The Client shall reimburse New Era all expenses incurred by New Era in providing goods and/or services, including, but not limited to, travel expenses, accommodation expenses, parts, and other consumables. New Era shall first obtain the written consent of the Client to incur the cost.

 

6. Taxes

Unless stated otherwise, if a Taxable Supply is made under these Terms and Conditions, the party which made the supply (the ‘Supplying Party’) may, in addition to the amount payable under these Terms and Conditions recover from the other party (the ‘Receiving Party’) an additional amount on account of GST, calculated by multiplying the amount payable by the GST Rate.

Where a Taxable Supply is made under these Terms and Conditions, the Supplying Party shall issue to the Receiving Party a Tax Invoice or an Adjustment Note, as applicable, in accordance with the GST Law.

In these Terms and Conditions, “GST”, “GST Law”, “GST Rate”, “Taxable Supply”, “Tax Invoice”, and “Adjustment Note” have the meanings given in section 195-1 of A New Tax System (Goods and Services Tax) Act 1999 (Cth).

 

7. Right of Entry

The Client agrees to provide New Era and its personnel access to the Client’s premises and such information and equipment as is reasonably necessary to enable New Era to provide the goods and/or perform the services.

 

8. Confidentiality and Intellectual Property

The Client and its employees and agents shall not disclose or permit to be disclosed to any third party any confidential information of New Era, except as permitted by New Era in writing or as required by law.

The intellectual property rights in all intellectual property owned by New Era at the commencement of the application of these Terms and Conditions remain the property of New Era. The intellectual property rights in all intellectual property developed by New Era, in providing the goods and/or performing the services to the Client, shall become and remain the property of New Era unless expressly agreed otherwise in writing. All intellectual property rights in data, information, materials utilised by New Era in providing the goods and/or services, including, without limitation, all software, tools, know-how, methodologies, equipment, or processes, shall remain New Era’s sole and exclusive property.

The Client shall not, without the written approval of New Era, disclose to any third party (other than their legal advisers, or otherwise as required by law) these Terms and Conditions.

 

9. Indemnity

Without limiting New Era’s remedies under these Terms and Conditions, the Client will indemnify New Era for any debt collection or recovery fees, including legal fees, incurred in recovering those unpaid Fees.

 

10. Limitation of Liability

Where any legislation implies into or applies to these Terms and Conditions, any term, condition, warranty, or guarantee (a Relevant Term), and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under the Relevant Term, the Relevant Term is deemed to be included in these Terms and Conditions. However, to the maximum extent permitted by law, the liability of New Era for any breach of the Relevant Term is limited at the option of New Era to providing again or paying the cost of providing the goods or services again in respect of which the breach occurred.

Except in relation to Relevant Terms and the liability referred to in this clause 10, to the maximum extent permitted by law, the liability of a party under or in connection with this Terms and Conditions (including in contract, tort or for any other common law or statutory cause of action) is limited in the aggregate to the Fees paid or payable by the Customer under this Agreement in the 12 months immediately preceding the claim.

 

11. Consequential Loss

To the extent permitted by law, New Era excludes all liability for any Consequential Loss incurred by or awarded against the Client arising in any way out of or in relation to the supply of goods and/or services (even if due to the negligence of New Era). For these purposes, “Consequential Loss” means any loss of profits, loss of revenue, loss of anticipated savings, loss of production or use, loss of or damage to data, loss of or damage to goodwill or reputation, or any special, direct, indirect, punitive, consequential, or incidental damages.

 

12. Termination

Without limiting its other rights to terminate under this clause, New Era may, by written notice to the Client, terminate these Terms and Conditions immediately if the Client:

  • Commits a breach of a provision of these Terms and Conditions which is not capable of remedy;
  • Commits a breach of a provision of these Terms and Conditions which is capable of remedy, but which is not remedied by the Client within 10 Business Days of receiving notice from New Era requesting that it be remedied; or
  • Becomes subject to any form of insolvency administration or winding up.
  • If the Client fails to pay Fees due under these Terms and Conditions (which are undisputed) within 10 Business Days after the applicable invoice date, then New Era may:
  • Issue a demand to the Client, clearly stating the overdue amount and requesting payment; and
  • If the overdue amount has not been paid within 5 Business Days of service of New Era’s request above, suspend any further performance of the services and terminate the Terms and Conditions on 30 days’ written notice to the Customer.

On termination of these Terms and Conditions, the Client agrees to make payment to New Era for all services performed and goods provided up to the date of termination.

 

13. Restraint

During the application of these Terms and Conditions and for a period of six (6) months following termination of these Terms and Conditions, the Client will not attempt to induce or solicit any employee, contractor, or agent to leave the employment of New Era. If the Client solicits, recruits or employs an employee of New Era in breach of this clause 13, the Client must pay to New Era on demand an amount equal to 30% of the relevant employee’s gross annual salary (including superannuation) as at the last day of their employment by New Era.

 

14. Retention of Title and Personal Property

All goods provided to the Client from New Era remain the property of New Era, notwithstanding delivery to the Client, until payment in full for those goods is received by New Era.

All risk in goods provided to the Client shall pass to the Client on delivery.

The Client acknowledges and agrees that by assenting to these Terms and Conditions, the Client grants a security interest (by virtue of this clause) to New Era in all goods supplied by New Era to the Client (if any)and all other goods that will be supplied in the future by New Era to the Client (or to its account) during the continuance of the relationship between New Era and the Client.

The Client will do such acts and provide such information (which information the Client warrants to be complete, accurate, and up to date in all respects) as, in the opinion of New Era (acting in its absolute discretion), may be necessary or desirable to enable New Era to perfect under the Personal Property Securities Act (PPSA) the security interest created.

To the extent permitted by law, the Client waives any right under the following provisions of the PPSA:

  • receive a copy of a verification statement under section 157 of the PPSA;
  • to receive notice of the removal of an accession under section 95 of the PPSA;
  • to retain the accession under section 96 of the PPSA;
  • to receive notice of any subsection 120(2) action in relation to a security interest in collateral under section 121(4) of the PPSA;
  • to dispose of or retain collateral under s 125 of the PPSA;
  • to receive notice of a disposal of collateral under section 130 of the PPSA;
  • to receive a statement of account under section 132(4) of the PPSA;
  • to redeem collateral under section 142 of the PPSA; and
  • to reinstate the security agreement under section 143 of the PPSA;

and agrees, to the extent permitted by law, that as between New Era and the Client contract out of section 115 of the PPSA, except section115(g) in relation to New Era’s right to seize collateral.

The Client agrees not to exercise its rights to make any request of New Era under section 275 of the PPSA. This does not limit the Client’s rights to request information other than under section 275 of the PPSA. Neither the Client nor New Era will disclose any information of the kind mentioned in section 275(1) of the PPSA unless section 275(7) of the PPSA applies.

The Client must pay the costs, charges, and expenses of, and incidental to the need for, or desirability of registration of, a financing statement or financing change statement or any action taken by New Era to comply with the PPSA or to protect its position under the PPSA. The Client must pay any costs incurred by New Era, including legal costs on a solicitor-own client basis, arising from any disputes or negotiations with third parties claiming an interest in any goods supplied by New Era.

 

15. Force Majeure

A party will not be liable for any failure or delay in the performance of its obligations under these Terms and Conditions if that failure or delay is due to force majeure; however, this clause does not apply to any Client obligation to pay money for goods provisioned or services performed by New Era before such force majeure event.

 

16. Event of Inconsistency

Unless expressly stated otherwise in New Era supplied documentation or as provided below (if any), should there be any inconsistency between the provisions of these Terms and Conditions and the provisions of the New Era supplied documentation, these Terms and Conditions shall prevail to the extent of that inconsistency.

Notwithstanding the above:

  • In the event of an executed and current contract between the Client and New Era, should there be any inconsistency between the provisions of these Terms and Conditions and the provisions of said executed and current contract, the executed and current contract shall prevail to the extent of that inconsistency.
  • If indicated on the Quotation, the provisions of the Quotation shall prevail to the extent of any inconsistency between the Quotation and these Terms and Conditions.
  • In the event the Client provides a purchase order for the purchase of goods and/or services from New Era, any terms on such purchase order that are in addition to or in contradiction of these Terms and Conditions shall be inapplicable and unenforceable, unless expressly agreed otherwise in writing by New Era.

17. Assignment

The Client will not, without the prior written consent of New Era, assign or attempt to assign its rights or obligations under these Terms and Conditions.

 

18. Governing Law

These Terms and Conditions shall be interpreted in accordance with the laws of the State or Territory in the Commonwealth of Australia in which the goods and/or services are provided by New Era, and the parties agree to submit to the exclusive jurisdiction of the courts of that State or Territory in the Commonwealth of Australia.

 

19. Waiver

The failure of New Era at any time to insist on performance by the Client of any obligation under these Terms and Conditions is not a waiver of New Era’s right to insist on the providing of, or to claim damages for breach of, that obligation unless New Era acknowledges in writing that the failure is a waiver; and any delay in exercising New Era’s right is not a waiver of that right or any other right including the right to insist on performance of that or any other obligation at any other time.

 

20. Severability

Any provision of these Terms and Conditions which is illegal, void, or unenforceable will be ineffective to the extent only of such illegality, voidness, or unenforceability without invalidating the remaining provisions of these Terms and Conditions.

 

For further information, contact us.

* New Era Technology Holdings Pty Ltd ABN 56 643 947 684subsidiaries including including, but not limited to, New Era Technology Pty Ltd ABN 24 068 136 274, Intellidata Systems Pty Ltd ABN 23 623337 815, Intervolve Pty Ltd ABN 85 126 029 203, New Era Technology – SE Pty Ltd ABN 88 088 825 209, Security Shift Cloud Pty Ltd ABN 65 616 303 505, New Era Technology – NE Pty Ltd ABN 84 128 939 631, New Era Technology – NN Pty Ltd ABN69 002 476 655, Avante IT Pty Ltd ABN 77 105 254 724, Dancrai Pty Ltd 57 167 977956, New Era Technology AU-05 Pty Ltd ABN 78 114 647 942, New Era TechnologyAU-05-01 Pty Ltd ABN 34 076 491 917, New Era Technology AU-06 Pty Ltd ABN 41150 528 724.