1.                      TERMS AND CONDITIONS:

1.1.                 These Terms and Conditions of Sale (the “Conditions”) apply to any sale or supply of Goods or Works by Aegres to the Customer, and where a Quotation is provided, shall form part of that Quotation.

1.2.                 In the event of a conflict between the Conditions and any terms and conditions which may be included in, or implied by, any document forming part of the Contract, then these Conditions shall take precedence unless expressly varied by Aegres in writing. If any Condition is contrary to or excluded by the law, then the Conditions shall be modified but only to the extent of excluding that part of the Conditions so affected.

1.3.                 The Customer’s standard or usual terms and conditions (if any), including any terms and conditions which may be attached to or incorporated in a Customer purchase order, are expressly excluded with the effect that the Contract exclusively applies and constitutes the entire agreement between the Parties. Aegres acceptance of a purchase order will not be acceptance of any associated terms or conditions.

2.                       DEFINITIONS AND INTERPRETATION:

2.1.                 Aegres means Aegres Art Group Pty Ltd trading as Aegres, the supplier of the Goods and Works under these Conditions.

2.2.                 Australian Consumer Law means the Competition and Consumer Act 2010 (Cth) as amended or replaced from time to time.

2.3.                 Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Hobart, Tasmania.

2.4.                 Business Hours means between 9:00am and 5:00pm (AEST) on any Business Day.

2.5.                 Contract means the acceptance by the Customer of the Quotation and offer by Aegres to supply the Goods and/or Works.

2.6.                 Contract Fee means the fees payable by the Customer to Aegres for the Goods and/or Works as specified in the Quotation, the Contract or a pricing schedule, plus any additional fees payable to Aegres.

2.7.                 Customer means the Customer or client (or any person acting on behalf of and with the authority of the Customer) as described on any Quotation, work authorisation, or other form provided by Aegres to the Customer.

2.8.                 Customer Premises means any building or other facility owned, occupied or under the control of the Customer.

2.9.                 Custom Goods means goods custom made or constructed by Aegres and may include, but are not limited to, custom cables, screen mounts and termination boxes.

2.10.             Goods means any goods supplied by Aegres to the Customer (or ordered by the Customer but not yet supplied) and include Custom Goods and Standard Goods.

2.11.             GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), as amended or replaced from time to time.

2.12.             Latent Conditions means any unforeseen site condition not obvious to Aegres upon a reasonable inspection of the site at the time of the Quotation, work authorisation, tender or other form before the Works commence.

2.13.             Normal Installation Hours means between 7:00am to 6:00pm on any Business Day

2.14.             Parties means Aegres and the Customer and Party means either one of them as the context dictates.

2.15.             Quotation means the written description, details and price of the Goods and/or Works Aegres offers to supply to the Customer and includes the Scope of Works.

2.16.             Scope of Works means the scope, description, details and specifications of the Works to be supplied by Aegres to the Customer.

2.17.             Standard Goods means those goods manufactured by third party suppliers and resold by Aegres to the Customer.

2.18.             Travel Time means the time to travel the distance from Aegres premises to the Customer Premises and return.

2.19.             Works means the works described in any of the Quotation, the Contract, work authorisation, tender or other form agreed to by the Parties.

3.                       PAYMENT and PAYMENT TERMS:

3.1.                 Aegres will invoice the Customer for the Contract Fee, and any other amounts (if any) payable by the Customer to Aegres.

3.2.                 The following forms of payment are accepted: EFT or direct deposit. Aegres’ preferred method of payment is by Electronic Funds Transfer (EFT).

3.3.                 All payments are to be made in Australian Dollars unless stated otherwise.

3.4.                 The Customer must pay invoices in full without set-off or deduction within fourteen (14) days from the date of the invoice.

3.5.                 The Customer may be liable to pay interest on any late payment at the rate of 3% per annum.

3.6.                 In the event of a default of a payment, all costs of collection, including legal fees and court costs, shall be paid by the Customer.

3.7.                 Aegres reserves the right to suspend the Works if payment is overdue until such time as payment is made.

3.8.                 The Customer must notify Aegres of any dispute related to an invoice within seven (7) Business Days of the invoice date. Aegres will reasonably investigate any bona fide dispute and will notify the Customer of its findings. The Customer must pay the undisputed portion of any invoice in accordance with clause 3.4.

4.                       INVOICING:

4.1.                 Aegres will issue tax invoices monthly unless the Works are completed in less than a month.

4.2.                 Aegres may submit progress invoices during the course of the Works. The invoices may include claims for materials purchased by Aegres for the Works whether or not such materials have been installed as at the date of invoice.

4.3.                 Final invoices will be issued upon practical completion of the Works. Further commissioning or training, or any defect rectification may occur after this date.

5.                       DELIVERY, TITLE AND PERSONAL PROPERTY SECURITIES ACT 2009 (PPSA):

5.1.                 The Customer assumes the risk and responsibility (including any insurance) for Goods at the time of delivery, whether the Goods are delivered to the Customer’s Premises or other site nominated by the Customer and whether the Customer (or the Customer’s representative) is at the delivery site to acknowledge receipt of delivery. The Customer agrees to pay standard delivery charges as billed.

5.2.                 Ownership of Goods will only pass to the Customer when all monies owed to Aegres by the Customer are paid in full.

5.3.                 Until Aegres has received payment in full for all monies owed by the Customer, Aegres reserves the following rights:

(a)                   legal and equitable ownership of the Goods;

(b)                   the right to enter the delivery site and retake possession of the Goods;

(c)                   the right to keep or resell any Goods repossessed under sub-clause 5.3(b); and

(d)                   any other rights Aegres may have at law or under the PPSA.

5.4.                 Until Aegres receive payment for all monies owed to Aegres, the Customer acknowledges that Aegres has a Purchase Money Security Interest (PMSI) which attaches over the Goods and their proceeds and a Security Interest in relation to other amounts owed by the Customer to Aegres.

5.5.                 The Customer acknowledges that the Contract constitutes a Security Agreement for the purposes of the PPSA.

5.6.                 The Customer undertakes to do everything (such as obtaining consents, producing documents or getting documents completed or signed) which Aegres considers reasonably necessary for the purposes of ensuring that a PMSI and/or Security Interest is enforceable, perfected and effective.

5.7.                 To the extent permitted by law, the Customer waives its rights to:

(a)                   receive notices or statements under sections 95, 121(4), 125, 130, 132(3)(d) and 135 of the PPSA;

(b)                   redeem the Goods under section 142 of the PPSA;

(c)                   reinstate the Security Agreement under section 143 of the PPSA;

(d)                   receive a Verification Statement.

5.8.                 Nothing in this clause prevents Aegres from taking collection or legal action to recover any monies owed to it from time to time.

6.                       VARIATIONS

6.1.                 The Customer may by written notice request changes to the Works.

6.2.                 Aegres is under no obligation to accept any requested changes and will notify the Customer as to whether or not the requested change is possible and agreed to by Aegres, and any conditions on accepting the change including any adjustments to the Contract Fee.

7.                       CUSTOMER OBLIGATIONS:

7.1.                 The Customer is required to perform its obligations under any Contract, and do all things as may be reasonably required of it by Aegres, in a timely and competent manner in order for Aegres to perform its obligations under a Contract. The Customer must promptly provide Aegres with any information and access to personnel, equipment and premises of the Customer as may be reasonably required by Aegres.

8.                       CAUSES OF DELAY AND EXTENSION OF TIME:

8.1.                 If Aegres is unable to commence, continue or complete the Works due to any cause beyond its control, its obligations shall be suspended while such cause exists and it shall be entitled to claim a reasonable extension of time and associated costs to complete the Works resulting from such cause. Such causes include, but are not limited to:

(a)                   discovery of Latent Conditions;

(b)                   discovery of the presence of asbestos or other toxic substances whatsoever at the Customer’s Premises or site;

(c)                   any change to any industrial relation matter after the award of Contract; and

(d)                   Customer delay in performing any of the Customer’s obligations under a Contract.

9.                       TRADE CREDIT ACCOUNTS:

9.1.                 Where the Customer has no credit history with Aegres, a deposit will be required prior to commencement of work.

9.2.                 Before any credit can be offered, an account application must be submitted and approved by Aegres. By submitting an account application, the Customer authorises Aegres to make inquiries into the business or trade references the Customer supplies. Should it be considered relevant to approving commercial credit to the Customer, Aegres also has Customer authorisation to obtain personal information relating to the Customer’s capacity to meet the terms of this credit agreement from a credit reporting agency.

9.3.                 Any credit extended to the Customer may be reduced or refused without liability to the Customer or any other party in the event that Aegres, at its reasonable discretion, determines that the Customer’s financial situation or ability to pay is impaired.

10.                 RETURNS AND CANCELLATIONS:

CUSTOM GOODS

10.1.             Cancellations for Custom Goods will not be accepted once Aegres has commenced ordering and/or manufacturing the Custom Goods (including any components required to manufacture the Custom Goods).

10.2.             Custom Goods, including cables, are not returnable for exchange or credit unless proved to be faulty.

STANDARD GOODS

10.3.             The Customer may return Standard Goods purchased from Aegres for credit or refund subject to the following:

(a)                   the Standard Goods are returned to Aegres with the original invoice within thirty (30) days of the invoice date;

(b)                   the Standard Goods are new and unused; and

(c)                   the Standard Goods are in their original packaging, which has not been damaged or altered.

10.4.             Standard Goods satisfying 10.3 (a) to 10.3 (c) will be subject to a 20% restocking fee at Aegres’ discretion, except when faulty or incorrectly supplied by Aegres.

10.5.             Credit for returned Goods will be in the form of company credit or refund at Aegres’ discretion.

10.6.             Goods supplied by Aegres that are deemed to be faulty by Aegres may be returned to Aegres for exchange, credit or refund within thirty (30) days of invoice date.

10.7.             Except where Goods are incorrectly supplied or faulty, the Customer will be responsible for payment of any return freight charges.

11.                 PRODUCT AND SERVICE GUARANTEE, REPAIRS AND WARRANTY:

11.1.             Subject to the rest of this clause 11, Custom Goods and Works, including all installation labour, new cabling, terminations and wall plates, carry a twelve (12) month warranty against faults or defects commencing as follows:

(a)                  for Custom Goods, from the date of delivery to the Customer; and

(b)                  for Works, from the date of practical completion.

11.2.             To the extent permissible by law, except as expressly set out in these Conditions, Aegres excludes all express and implied warranties. To the extent that it is not permissible to exclude any warranties implied by operation of law in respect of any particular Goods or Works supplied by Aegres in connection with a Contract, the Customer acknowledges and agrees that Aegres’s liability for any breach of such a warranty will be limited, at Aegres’ option, to repair or resupply of the relevant Goods or Works or refund on the amount paid by the Customer for the relevant Goods or Works.

11.3.             In order to make a valid claim under warranty, the Customer shall promptly notify Aegres in writing of alleged defective Goods or Works prior to expiration of the warranty period. In the event that Aegres decides, in its sole discretion, that a claim under warranty is valid, Aegres shall, within a reasonable time, at its own option, repair or offer replacement goods for defective Goods, or remedy or supplement any defective Works. If despite reasonable efforts by Aegres, a defective Good cannot be repaired, no replacement good can be supplied or defective Works cannot be remedied or supplemented, Aegres shall make an appropriate refund or credit of monies paid by Customer for those defective Goods or Works. Repairs, replacements or remedies will not extend or renew the applicable warranty period. Customer shall obtain consent from Aegres on the specifications of any tests it plans to conduct to determine whether a defect exists. Replacement goods supplied by Aegres may have minor deviations in design and/or specifications which do not affect the functionality of replaced Goods. In respect of any replaced or credited Goods, Aegres may, in its sole discretion, either claim the property of replaced or credited Goods and require Customer to return these to Aegres, or instruct Customer to destroy these at Customer's costs.

11.4.             Customer acknowledges that, at Aegres’ option:

(a)                   Goods repaired may be replaced by refurbished goods of the same type rather than being repaired;

(b)                   refurbished parts may be used to repair Goods.

11.5.             All Standard Goods supplied by Aegres shall have the benefit of any warranty given by the Standard Goods respective manufacturer from the date of purchase and is considered “Back to Base”.  No on-site warranty service is provided for installed items requiring specialist access labour or equipment – unless clearly specified otherwise.  Aegres Service Level Agreements shall cover on-site support. 

11.6.             Subject to the Australian Consumer Law, Aegres will not be liable for any damage, direct or indirect, arising out of any faults or defects including, but not limited to, those caused by:

(a)                   external causes including natural disaster, fire, water, lightning, power surge or spike, accident, neglect, misuse, vandalism;

(b)                   the use of the Goods for other than their intended purpose;

(c)                   the use with or connection of the Goods to item/s not approved by Aegres;

(d)                   the performance of maintenance or attempted repair by person/s other than Aegres or as authorised by Aegres; or

(e)                   any configuration or reconfiguration by the Customer.

11.7.             Aegres provide a business service during normal business hours.  Aegres cannot guarantee a response outside these hours, however, if circumstances allow, phone support may be provided.  If a technician is able to attend, then an after-hours callout rate as per Aegres’ current Labour Rate Card will apply.

11.8.             The Customer is responsible for any return freight charges for Goods that are returned under warranty.

12.                 CONTRACTOR LIABILITY:

12.1.             Subject to clauses 12.2 to 12.7, and to the extent permissible by law, the maximum liability of Aegres under or in connection with any Contract will not exceed the total value of that Contract Fee.

12.2.             Aegres shall not be liable for any damage to Goods or the Works caused by the Customer or third parties and shall not be required to indemnify any party for any damage caused by others.

12.3.             Subject to the Australian Consumer Law, Aegres will not accept the return of, or give credit for, any Goods supplied in accordance with a Contract.

12.4.             Aegres will not be liable for any delays due to any cause beyond its control.

12.5.             To the maximum extent permitted by law, Aegres will not be liable to the Customer in respect of any indirect or consequential loss including, without limitation, any business interruption loss, loss of anticipated or actual profit, revenue, opportunity or savings, loss of use or exemplary damages, arising out of use of the Goods or Works, or a breach of contract or any common law duty (including negligence) by Aegres, its agents or employees.

12.6.             The limitations of liability in this clause 12 do not apply to claims in respect of:

(a)                   the infringement of intellectual property rights or obligations of confidentiality;

(b)                   death or personal injury; or

(c)                   fraud, wilful or reckless misconduct or deliberate default.

12.7.             Any liability that Aegres may have to the Customer under or in connection with a Contract will be reduced to the extent that any acts or omissions of the Customer or breach of a Contract by the Customer caused or contributed to the acts or omissions giving rise to the liability of Aegres. 

13.                 INDEMNITY

13.1.             The Customer must indemnify and keep indemnified Aegres, and its officers, agents and employees (those indemnified) from and against any losses, liability, damages, costs, and expenses arising from or in connection with:

(a)                   a breach of a Contract, or any warranty under a Contract, by the Customer;

(b)                   a negligent act or omission of the Customer;

(c)                   any claim by an owner or occupier of any Customer Premises arising out of Aegres access to the Customer Premises as authorised by the Customer under a Contract, other than to the extent attributable to negligence on the part of Aegres, its employees, contractors or agents;

(d)                   any infringement of any law by the Customer;

(e)                   any personal injury or death of a person while on any Customer Premises or otherwise caused or contributed to by the Customer, other than to the extent attributable to negligence on the part of Aegres, its employees, contractors or agents; and

(f)                     any loss or damage to any third party property directly caused or contributed to by the Customer’s breach of a Contract or negligent or reckless act or omission, other than to the extent attributable to negligence on the part of Aegres, its employees, contractors or agents.

14.                 INSURANCE:

14.1.             All Professional Indemnity and all risks/control works insurances are expressly excluded unless otherwise noted in a Quotation or Contract.

15.                 SITE AND SAFETY:

15.1.             If Aegres requires access to the Customer Premises to install, connect, test, inspect or maintain any Works or Goods, the Customer must allow Aegres safe and prompt access to the Customer Premises.

15.2.             Without limitation, the Customer must provide Aegres with such access in accordance with all relevant occupational health and safety requirements.

15.3.             Aegres will take reasonable care in accessing Customer Premises and will observe all reasonable security and work practices and procedures.

15.4.             The Customer warrants that it has and will have all right, title, and authority to allow Aegres and its nominees access to the Customer Premises and that it will maintain the Customer Premises as required in order to enable proper delivery of the Works.

16.                 EXCAVATIONS AND EXISTING UNDERGROUND SERVICES:

16.1.             It is the Customer’s responsibility to conduct searches and inform Aegres of the presence of any services or hazards related to excavation works. The Customer shall notify Aegres within a reasonable time before the Works have commenced of the presence, nature and location of underground services on the Customer’s Premises. If the Customer fails to notify Aegres of such services the Customer shall indemnify Aegres against any loss or damage related to any damage caused by Aegres to such services.

16.2.             The Quotation is based on any excavation required in performance of the Works to be excavation by machine. In the event that excavation is required by hand the Customer agrees that it shall grant an extension of time and shall pay Aegres for reasonable costs attributable to such work, in addition to the Contract Fee, including allowance for profit.

16.3.             The Quotation is based on any excavation being in soil or clay free of rock, foreign materials and services. In the event any of these items are encountered the Customer agrees that it shall pay Aegres for additional planning and labour costs attributable to such excavations.

16.4.             Unless specified, the Quotation does not allow for cutting or removal of roadways, driveways, gutters, footpaths, hard surfaces or any foliage and landscaping, nor does the Quotation allow for the making good and restoration of the same.

16.5.             Unless specified, the Quotation does not allow for the transport off site of spoil and overburden related to excavation works carried out by Aegres.

16.6.             Unless specified, the Quotation does not allow for compaction of trench backfill.

17.                 QUOTATION:

17.1.             All Quotations are valid for a maximum period of thirty (30) days from date of issue. The Quotation cannot be accepted after this period has expired unless otherwise agreed to in writing by Aegres.

17.2.             Quotations are not binding until accepted in accordance with clause 17.6, and until such acceptance Aegres may vary or withdraw a Quotation at its discretion.

17.3.             The labour rates to be applied under a Contract are as per Aegres’ rates at the time of acceptance of the Quotation, unless labour rates are included in the Quotation or otherwise agreed.

17.4.             If Aegres becomes aware of any matter beyond its control which has or may increase the cost of the Works, Aegres will give notice of that matter and cost impact to the Customer. Aegres shall be entitled to be reimbursed any additional costs as a consequence of any increase in material costs that exceed 5% of the original cost of such materials at the time of the award of the Contract, and such increase will be treated as a variation to the Contract.

17.5.             Aegres will be entitled to be reimbursed for any and all costs and charges levied by any statutory or other authority with respect to the Works not known at the time of Quotation or not included in the Quotation.

17.6.             Acceptance of a Quotation is via written acknowledgement (by an authorised signatory) or via an official purchase order or contract. Acceptance signifies that the Customer accepts these Conditions in full, and confirms the scope of Works in entirety, as outlined in the Quotation.

17.7.             In the event a Quotation is accepted by the Customer and subsequently cancelled before the Works commence, at Aegres’ discretion a charge may apply commensurate with the expenses already incurred by Aegres.

17.8.             The Customer is not able to cancel a Quotation or Contract once the Works have commenced. In the event the Customer does not want to continue with the Works, Aegres may immediately cease the Works without further liability, and the Customer must immediately pay to Aegres the full Contract Fee despite the Works not being completed.

17.9.             Installation labour costing assumes easy trade access to the worksite during installation times for the duration of the Works, with minimal interruption. If project programming delays incur significant or ongoing cost impact to Aegres, variation charges will be levied relative to this impact. On-site trade vehicle parking will be necessary and is assumed, unless otherwise agreed and stated in writing.

17.10.        Labour rates are based on installation occurring during Aegres Normal Installation Hours, unless otherwise stated.

17.11.        Works are to be completed in a consolidated fashion. Fragmentation of Works requiring repeated short site visits (less than a full day’s work) will incur additional charges.

17.12.        All care is taken at the time of quoting, to assess and scope the suitability of Customer facilities for Aegres installation. However, Aegres will not be liable for the structural integrity of the Customer’s building. The Customer is to be aware that any structural works required will incur a variation charge (e.g. to minimise projected image vibration or misalignment). This applies even if the required variation becomes evident only after installation.

17.13.        Likewise, occasionally obstructions to cable paths or other hardware installation will only become evident after the commencement of Works, at which point Aegres will discuss the best course of action with the Customer. In this event, labour will be charged as a variation to the original labour cost estimate.

17.14.        Provision of free working space is assumed.

17.15.        The Customer shall give all necessary notices, obtain all necessary permits, pay all necessary fees and comply with all provisions and requirements statutory or otherwise, relating to the Works.

17.16.        All Quotations include an engineering and design element, which contains intellectual property. This detail is shared with the Customer to provide sufficient understanding of the solution. Any Quotation is confidential and intended for the recipient only, as it contains Confidential Information not to be shared with other parties.

17.17.        Each Quotation for Works should be viewed in its entirety. Aegres cannot guarantee the outcome of a Customer’s solution if individual components are not supplied by Aegres, or if only part of the total solution is selected.

17.18.        Errors and omissions excepted.

17.19.        Aegres installation work is guided by the Australian Design Rules and Australian Standards. Where Customer specifications and rules differ from Australian Standards (including AS/CA S009:2013 & AS/NZS 3000:2018) it is the Customer’s responsibility to ensure Aegres is aware of these restrictions prior to Aegres quoting on the work and commencing work, to ensure no cost variations result from potential re-work.

18.                 EXCLUSIONS AND INCLUSIONS:

18.1.             Aegres typically assumes (due to strict technical distance limits to USB and HDMI cabling) that the Customer’s Wall Input Plates will be within a seven and a half (7.5) metre cable length to the Projector, unless stated otherwise in the Scope of Works. Should a location further than seven and a half (7.5) metres be required, Aegres will quote separately for suitable cabling extensions.

18.2.             Network cabling shall be terminated and tested and operating prior to completion of the installation.  If written certification of each cable run and termination is required, then a certification charge shall apply per cable run.

18.3.             Due to the technical distance limitation, all cable runs are estimated to be direct in nature and not bound by structured cabling routes; this is to place priority over minimizing AV signal cable length to enable desired functionality and minimise interference.

18.4.             Unless clearly stated otherwise, Aegres has made no allowance for any electrical, network data, equipment racks, MATV points, in wall/floor conduits, coring or cable support systems in the Quotation. Aegres assumes that these services, where and if required, will be supplied by other trades.

18.5.             The following are excluded from Aegres’ Scope of Works unless explicitly stated in the Quotation:

(a)                   hire of elevated work platforms, lifting or scaffolding equipment;

(b)                   demolition works, decommissioning or removal of existing equipment and services;

(c)                   making good, painting or refinishing of surfaces; and

(d)                   cutting of cable entry holes in desks or tables. If the Customer requires Aegres to supply this work, Aegres will contract a third party to do so and such work will be included in the Scope of Works and priced in the Quotation.

18.6.             Aegres’ Quotation is based on the assumption there is structural integrity in the infrastructure / building to support the integration of the audiovisual equipment specified.  Where additional structural support and / or reinforcing is required, this will be the responsibility of the Customer or a head contractor (as the context requires), unless clearly stated in the Scope of Works.

18.7.             It is Aegres’ assumption that all equipment noted as ‘existing’ or ‘Customer supplied’ is working and functional. If found to be non-functional, any costs relating to remediating, repairing or replacing existing equipment shall be treated as variations to the Scope of Works.

18.8.             The Quotation (and any acceptance of it) is subject to any Customer or site induction and compliance requirements not exceeding one (1) hour off-site duration, and any staff on-site induction and compliance procedures not exceeding fifteen (15) minutes at start of Works on the first day. Any variations will be charged at Aegres’ standard labour rates.

19.                 TENDERS AND DESIGN AND CONSTRUCT PROJECTS:

19.1.             If Aegres is engaged as a design consultant as a paid service, then Aegres will take full responsibility for Aegres work and will warrant Aegres’ design as a full working AV system. 

19.2.             If an external consultant has been contracted to provide a scope of works and/or a bill of materials, then it is the responsibility of the consultant, the head contractor (if relevant), and end Customer to review the Aegres Quotation and technical documents as provided, to ensure the Aegres offered solution is fit for the purpose and represents a complete operating system.  This will also ensure that any information Aegres may not have available, or has not been adequately provided at the time of tender response but is critical to meet the Customer’s expectations, can be taken into account, and will give Aegres opportunity to offer the most appropriate solution.

19.3.             If no consultant is engaged, and Aegres is requested to provide a design as part of a tender submission, Aegres will not be held responsible for a complete functioning solution until Aegres has been provided with the appropriate documentation and had sufficient consultation with the Customer.

20.                 RECOMMENDATIONS:

20.1.             Aegres recommends that all AV components are powered on a common earth, and wherever possible, the same RCD protected electrical circuit. Failure to provide outlets meeting this specification can result in earthing issues which can disrupt electrical components causing undesirable hums, banding, dropouts or interference.

20.2.             Unless specified, it is the responsibility of the Customer to ensure a laptop/PC is provided, with all applicable drivers and software installed, on the day of the installation for testing, commissioning and handover. Failure to do so may result in additional callout fees to complete commissioning work.

21.                 CONFIDENTIALITY:

21.1.             The Parties must treat as secret and confidential and not disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any information relating to the other Party’s structure, operations, projects, business or finances or any information provided to the first Party and nominated as ‘confidential’ (the “Confidential Information”), except as provided for in clause 21.2.

21.2.             A Party may disclose Confidential Information which:

(a)                   is or later becomes generally available to the public, other than as a result of a breach of this clause;

(b)                   was in the possession or knowledge of the Party at the time this Agreement was made, and not obtained from the other Party;

(c)                   is required to be disclosed by law; or

(d)                   is required to be disclosed for the purposes of the Party obtaining specific specialist legal or financial advice, provided that confidentiality is maintained for the other Party. 

22.                  INTELLECTUAL PROPERTY RIGHTS:

22.1.             Aegres grants the Customer a perpetual, royalty-free, non-transferable and non-exclusive licence to access, copy, and use, for the sole purpose of obtaining the benefit of the Goods and Works, documents, materials or deliverables created by or for Aegres for the Customer.

23.                 TERMINATION AND DEFAULT:

23.1.             Aegres will suspend Works, or terminate the relevant Contract and repossess any unfixed portions of the Works, if the Customer either fails to perform or observe any term of the Contract, or enters into an arrangement with its creditors or, being an individual, commits an act of bankruptcy or is made bankrupt, or, being a company resolves or is ordered to be wound up or has a liquidator, receiver, receiver and manager or official manager appointed. Such suspension or termination shall not affect any rights of Aegres accrued against the Customer prior thereto. Aegres shall be entitled to be reimbursed for any loss or damage it may sustain as a result of the default of the Customer hereunder, including any loss sustained through the suspension and subsequent resumption of the Works.

24.                  DISPUTE RESOLUTION:

24.1.             If the Customer has any concern or dispute about the Goods or Works, the Customer agrees to first refer the dispute to the Aegres’ Managing Director for resolution. If Aegres’ Managing Director and the Customer’s representative cannot resolve the dispute within 20 Business Days, either Party may take such action or proceedings as it sees fit.

24.2.             Notwithstanding any other provision of these Conditions, nothing in this clause will prevent either Party from seeking urgent interlocutory relief.

25.                 CHANGES TO THESE CONDITIONS:

25.1.             Aegres reserves the right, at its sole discretion, to modify or replace these Conditions at any time. If a revision is material, Aegres will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Aegres’ sole discretion.

26.                 GOVERNING LAW:

26.1.             These Conditions are governed by the laws of Tasmania. Each Party submits to the non-exclusive jurisdiction of the courts of Tasmania.