a) 'Contract' means any contract pursuant to which Products
and/or Services are supplied or to be supplied by THC to the
Customer and computer software incorporated therein is licensed
or to be licensed by THC for use by the Customer.
b) 'Customer' means the person or company to whom Products
and/or Services are supplied and includes that company's successors
and permitted assigns.
c) 'THC' means Technology Help Centre Pty Ltd, the supplier
of Products and/or Services to the Customer, and includes
Technology Help Centre's successors or assigns.
d) 'Products and/or Services' means the products and/or services
supplied by THC to the Customer pursuant to a Contract and
specified on the invoice dispatched by THC to the Customer.
a) Any Contract between the Customer and THC shall be upon
these terms and conditions and this Contract shall prevail
over any prior arrangements or agreements, written or oral.
b) The continued operation of these terms and conditions shall
not be affected by any repudiation of any contract or transaction
relating to the Products and/or Services between THC and the
3) Terms of Payment
a) Unless the Customer is an approved account Customer, payment
must be made prior to dispatch of Products and/or Services,
either in cash or by bank cheque, or on approval, by company
cheque, direct deposit or accepted credit card. Subject to
special arrangements, payment must be made by approved account
Customer within agreed terms.
b) Should the Customer elect to purchase the Products through
lease, the Customer is required to notify THC in writing and
a copy of the approved finance letter must be sent to THC
prior to the dispatch of Products.
c) All payment shall be made on or before the due date as
a condition precedent to future supplies under the contract
pursuant to which the payments are due or under any other
d) THC reserves the right to charge interest calculated at
2% per annum above the rate at the time being charged by the
bankers of THC on overdrafts exceeding $100,000 on the balance
of the Price due by the Customer but unpaid from the due date
until payment is received in full by THC.
e) THC may at any time and from time to time alter the terms
of payment and such altered terms of payment shall apply in
respect of all transactions taking place after notification
of such alterations.
4) Goods and Services Tax (GST)
THC is registered for the GST system. All quoted prices show
the THC sell price, a Goods and Services Tax of 10% and/or
a combined total which defines the invoice price payable.
THC agrees to issue tax invoices in accordance with relevant
legislation or regulations that apply to the GST from time
a) In consideration of the payment by the Customer, in addition
to the price, of THC's freight, handling and insurance charge
calculated according to THC current prices, THC will arrange
delivery of Products to the Customer's nominated location
within major metropolitan areas of Australian capital cities.
b) Delivery times quoted by THC are estimates only and THC
may extend delivery times.
c) THC may make part delivery of any Products and/or Services
ordered by the Customer and any Products and/or Services so
delivered shall constitute a separate contract upon these
terms and conditions. As such, an invoice on any Products
and/or Services part delivered is due in accordance with the
agreed terms of payment.
d) Delivery of Products is deemed to take place: at the time
the Customer or a carrier, whether engaged by THC or the Customer,
takes possession of the Products; or within 7 days of notification
by THC to the Customer that the Products are available, whichever
e) Delivery of Services is deemed to take place on completion
of the provision of the Services to the Customer by THC.
6) Cancellation or Variation
An order may be cancelled or varied by the Customer only if
such cancellation or variation is accepted by THC in writing
and any such cancellation or variation shall only occur on
terms which will provide for THC to be compensated by the
Customer against any costs or loss (including but not limited
to loss of profit) incurred.
7) Title and Licence
a) Prior to full payment of the Price and all other sums owing
by the Customer to THC in relation to any Products, the Customer
shall have no right to sell or dispose of any or all of the
b) Until payment for the Products has been made by the Customer
the Products are only entrusted to the Customer as a fiduciary
and THC remains the legal and beneficial owner of the Products
with full power to resell and regain possession in the event
of the Customer's default of payment.
c) The Customer acknowledges and agrees that all rights in
all copyright, designs, patents and trade marks existing in
relation to the Products or Services are reserved to the owner
of those rights.
d) The Customer licenses computer software incorporated within
any Products or sold to the Customer for the customer's use
e) The Customer shall ensure that each part and copy of the
computer software licensed for the use of the Customer is
kept under conditions of strict security and confidentiality.
8) Risk and Insurance
a) The Customer assumes risk of loss or damage upon delivery
of the Products to the Customer or collection of the Products
by the Customer or by any agent acting on their behalf.
b) THC will insure Products against such risks that THC considers
appropriate for the transport of the products from THC place
of business to that of the Customer.
a) Products may be returned provided the Customer obtains
from THC a Return Authorisation (RA) Number in advance of
returning the Products.
b) Products must be returned complete with all original packaging
unmarked within 14 days of supply. Freight is to be paid by
the Customer and THC accepts no responsibility in respect
of returned Products lost or damaged in transit.
THC agrees that all warranties as are applicable from time
to time will be passed unaltered from the manufacturer of
the Products to the Customer. THC does not warrant any Products
of its own accord and all remedies, repairs or replacement
for any Products will be at the ultimate discretion of the
11) Limitation of Liability
a) THC shall not be responsible for any misinformation provided
to it by the Customer or any third party.
b) THC liability for any loss or damages attributable to the
provision of its services ("Loss or Damage"), at
its option, to the delivery of the relevant services again
or payment for the relevant services to be provided again.
c) In particular, THC shall not be liable for any direct or
consequential Loss or Damage including without limitation,
direct or indirect damages for personal injury, loss of business
profit, business interruption, loss of business information
or any other pecuniary loss arising out of the use of the
recommendations and solutions provided under this agreement.
d) Further, the Customer agrees that it may only take action
against THC for Loss or Damage, such that if any of: THC employees,
directors, sub-contractors and agents; it's sub-contractors'
and agents' employees, directors, sub-contractors and agents;
and so on down the line, would be liable as well as THC for
any Loss or Damage, action will not be taken by the Customer
against such person or entity.
e) The Customer shall indemnify THC and hold THC harmless
from and against any and all third party claims which may
be asserted against or suffered or incurred by THC that arise
during the course of this contract unless such claims result
from acts of THC which constitute serious and wilful misconduct
by THC or are outside THC's ordinary performance of this contract.
f) For the purpose of the indemnity above, THC includes: Technology
Help Centre Pty Ltd; it's employees, directors, sub-contractors
and agents; and so on down the line.
a) THC, it's agents, or subcontractors shall not divulge confidential
Customer information associated with any Services provided
to any third party, without the Customer's consent. However,
THC shall bear no responsibility for disclosure where such
information or data is publicly available, is already in the
possession of THC, known to THC, or is obtained by THC from
a third party.
b) This document should not be distributed to any organisation
without the prior written consent of THC.
13) General Provisions
a) The laws of the State of New South Wales shall govern this
b) This Contract is the entire agreement between the Customer
& THC and no representation or statement not expressly
contained in this contract or incorporated herein by reference,
shall be binding on either party.