Terms and Conditions

THE BROAD REFORM PTY LTD
ABN 89 606 490 975


TERMS AND CONDITIONS OF SALE

1.1    These are the Terms and Conditions on which We supply Services to You.

1.2    These Terms and Conditions will apply to all Services supplied by Us except to the extent that they are inconsistent with any terms expressly agreed in writing between You and Us.

1.3    All Orders must be in writing or confirmed in writing.  Writing includes electronic communications which are acknowledged by Us.

1.4    All Quotations are capable of acceptance by written notice given within sixty (60) days of the date of the Quotation or such other period as We may specify in the Quotation.

1.5.1    We agree to provide the Services as described in Our Quotation or, if accepted by Us, Your Order.

1.5.2    You agree to pay for the Services as provided in these Terms and Conditions.


1.6    The Price to be paid for Services will be:

1.6.1    any fixed price or rate agreed by Us in writing; and

1.6.2    if no rate is agreed in writing, Our standard rate or price at the time We agree to provide the Services subject to review in accordance with Our current policy from time to time.

1.7    If no price has been quoted, the price for any Services supplied by Us will be:

1.7.1    Our current standard charges for those Services at the time they are provided; and

1.7.2    if there is no standard charge for any Services, then such amount or amounts as We determine acting reasonably.

1.8    Unless otherwise stated, the prices quoted by Us do not include GST or insurance costs and these costs must be paid by You.

1.9.1    If Our agreement with You requires provision of Services over a fixed period and if this agreement is terminated by us before that fixed period ends because of breach by You of an Essential Term of this agreement You agree to pay Our fees in respect of the unexpired period.

1.9.2    Payment of any monies due to Us by the due date for the period is an Essential Term of this Agreement.

1.9.1    We may require, as a condition of any provision of Services, payment by You of a deposit as security for performance of Your obligations to Us.

1.9.2    The deposit will be:

1.9.2.1    used to make good any breach by You of Your obligations to Us;

1.9.2.2    as to any balance, applied in reduction of moneys owing by You to Us on any Account; and

1.9.2.3    as to any balance, refunded to You if and to the extent that You are entitled to a refund pursuant to the terms of Your agreement with Us or any law if and to the extent that the law is not able to be excluded by agreement between the Parties.

1.9.3    If We require payment of a deposit We will not be required to provide or to continue to provide any Services until payment of the deposit as cleared funds has been made.

2.    There will be a binding Contract between You and Us incorporating these Terms and Conditions for the provision of Services:

2.1    if You accept unconditionally a Quotation issued by Us in accordance with these Terms and Conditions; or

2.2    if You place an Order with Us and We accept that Order; or

2.3    otherwise in accordance with relevant laws.

3.    A Contract once made cannot be varied, terminated or rescinded except:

3.1    by agreement between You and Us; or

3.2    in accordance with any law if and to the extent only that the law cannot be excluded by agreement between the parties.

4.    We will observe so far as it is practicable, any requirements specified by You as to when Services are to be provided but cannot guarantee strict compliance as to time.

5.1    You will pay all moneys due within thirty (30) days of invoice free of deductions and set-offs and in this respect time is of the essence.

5.2    No payment is to be treated as having been made unless by cash or as cleared funds into an account nominated by Us.

5.3    We can allocate any payment received from You to any amount owing by You to Us and, having allocated a payment, can re-allocate it in each case at Our discretion.

5.4    In the absence of any allocation by Us, any payment is deemed regardless of any nomination by You to have been applied to such Account as is least liable to be the subject of any claim for clawback by any external Administrator. 

6.    If any payment has not been made in respect of any invoice on or before the due date:

6.1    We can refuse to providde any further Services, regardless of when the request for the further Services was made, other than on the basis of payment in cash on delivery with payment of all other moneys then owing by You to Us.

6.2    We can refuse to supply any assistance, information or support in relation to any Services unless and until payment in full is made regardless of any claim which You may have against Us, whether in relation to those Services or on any other Account.

7.1    If You have no agreed Credit Limit, payment must be made on or before provision of any Services in a manner approved by Us.

7.2    If You are a current customer, the Credit Limit specified in Your Application can be varied by written agreement between You and Us from time to time and in no other way.

7.3    We are not obliged to supply any Order which, when aggregated with other outstanding payments and Orders would exceed Your current Credit Limit other than on the basis of cash on delivery.

8.    If any payment is not made by the due date, You will pay interest to Us calculated:

8.1    on the amount outstanding;

8.2    from the due date for payment until the date of actual payment;

8.3    at the rate of two point five per centum (2.5%) per month.

8.4    with interest payable on unpaid interest, compounded daily.

9.    You will ensure that:

9.1    access to the Premises where We are to supply Services is available to Us as and when required; and

9.2    all facilities necessary to enable Us to perform Our Services are available.

10.1    We may sub-contract work but will not be released from responsibility to You if We do so.

10.2    We may assign or encumber any debt owing by You to Us.

10.3    Neither Party may assign an Order or any part of it.


11.    You warrant to Us that You have the right and all necessary authority to enter into each Order.

12.    We reserve to Ourselves all Intellectual Property Rights including moral rights in any plans, designs, concepts, copyright, specifications, methods of work and other material prepared or devised by Us for You.

13.1    Subject to the express terms of these Conditions and to any non-excludable requirements at law, We warrant that:


13.1.2    any Services will be performed by Us with competence and diligence at a standard expected of a reasonable professional.

13.2    Except to the extent that Our liability cannot be excluded or limited by law, warranties are limited to claims notified to Us in writing within twelve (12) months of supply.



14.1    We can change any of these Terms and Conditions at any time by written notice to You.

14.2    Any change will apply to all Orders received from You after We have given You written notice of the change.  Notification on Our website will constitute written notice for this purpose.

15.1    All warranties, representations, Terms and Conditions in respect of any Services supplied by Us are excluded other than:


15.1.2    warranties given in Our Terms and Conditions or otherwise in writing by Us; and

15.1.3    warranties given in accordance with or by any law to the extent that they cannot be excluded by agreement between the parties.

15.2    Without limiting any other provision of these terms, We will not be responsible for any any loss or harm in connection with any Services to the extent that the loss or harm results from your reckless or negligent act or omission or any matter not reasonably preventable or foreseeable by Us.



16.    To the extent allowed by law, Our maximum liability to You for any claims in respect of Services provided by Us will be:

16.1    supplying the Service again;  or

16.2    refunding the price of the Service.

17.    To the extent allowed by law, we will not be required to satisfy any claim for incomplete provision of Services unless a claim in writing giving sufficient detail of a complaint is received by Us within seven (7) days of supply of the Services to which it relates.

18.    You warrant that, except as expressly acknowledged by Us in writing:

18.1    You have satisfied Yourself as to the suitability of the Services for Your purposes;


19.1    If a supply is made pursuant to an Order, the Party receiving the supply will, in addition to the price otherwise payable, pay any GST payable by the Party making the supply unless the price is quoted on a GST inclusive basis.

19.2    If GST is payable in respect of a supply, the Party making the supply must issue a GST Invoice in respect of the supply.

20.1    We will not be liable to You except as expressly stated in these Terms and Conditions for any loss or harm which might be suffered or incurred by You or by any person claiming through You regardless of any degree of fault.

20.2    In particular, We will not be liable for any indirect, exemplary or punitive damages, claims for economic loss or claims for reduction in the value of any asset.

22.    These Terms and Conditions are a full, sufficient and irrevocable authority and direction, notwithstanding any privacy legislation for:

22.1    any person holding information regarding You to provide that information to Us;

22.2    Us to supply information regarding You to any third Party, including any credit bureau or agency.

23.    Without limiting any other provision of these Terms and Conditions, if the provision of Services by Us is suspended or delayed by any matter beyond Our control:

23.1    We will not be liable to You for any failure to provide Services by any particular date; and

23.2    You will pay any additional costs which We incur because of the suspension or delay.

24.    Once We have commenced to provide Services You must use all reasonable endeavours to ensure that We can provide services continuously and without interruption.


25.    You are responsible for obtaining all approvals for any Services to be provided by Us and warrant that all such approvals have been obtained or will have been obtained prior to Our commencing any supply in relation to Your order.


25.1    If payment is not made in accordance with these Terms and Conditions We can recover from You, in addition to the amounts due and interest, all of Our costs and expenses incurred in recovering payment on an indemnity basis including an allowance for Our time and effort.

25.2    If We commence proceedings against You for recovery of any monies due by You to Us, We can include in that claim such amount as We, acting reasonably, determine to be Our anticipated costs of recovery including collection agency charges, legal costs and out of pocket expenses, regardless of whether those costs and expenses have in fact been paid by Us when We commence the proceedings. 

26.1    In respect of any Services which are provided over a period exceeding one (1) week, We may require progress payments not exceeding one hundred per centum (100%) of the value of the Services supplied to the date of the Notice requiring the progress payment.

26.2    If a progress payment is not made within one (1) week of the Notice requiring the payment We may suspend without notice to You the provision of further Services until the payment is made.

26.3    If in the provision of any Services We incur overtime penalty costs, over award allowances, site allowances or other similar costs which were not notified to Us in writing before We issue Our Quotation You must pay those costs in addition to any other monies payable to Us.

27.    If You request any change to the Services to be provided by Us whether in writing or not and if, at Our discretion, We vary the Services pursuant to Your request, You agree to pay Our additional charges in accordance with Our then current standard charges.

28.    Except where it is expressly stated to the contrary, no information provided by Us in any form is to constitute a warranty, representation, term or condition of any Contract between You and Us.

29.    We reserve the right to vary any Quotation at any time prior to commencing to provide Services referred to in the Quotation.

30.    If We supply Services additional to the Services referred to in a Quotation We may charge and You will pay for the additional Services:

30.1    the amount quoted by Us and accepted by You for them; and

30.2    if no amount has been quoted and/or accepted, such amount as is fair and reasonable.


31.1    You will be in Default under these Terms and Conditions if:

31.1.1    a payment is not made in full on or before the due date, in which respect time is of the essence;

31.1.2    You are made the subject of any form of external administration including, in respect of an individual, bankruptcy.

31.1.3    We reasonably believe that You are unable to pay Your debts as they fall due;

31.1.4    Without limitation, You are in breach of a material term of Your Contract with Us.

31.1.5    A payment to any third Party due under any judgement or adjudication of a relevant Court, Tribunal or Adjudicator is not made within seven (7) days of the due date for payment.

31.1.6    Any of Your other creditors threatens to cease or in fact ceases to supply any Services to You.

31.1.7    You enter into any formal or informal agreement with Creditors other than one to which We are a Party.

31.1.8    We become aware of any material adverse change in Your financial position which We believe may affect Your ability to satisfy Your obligations to Us.

31.1.9    You threaten not to or refuse to pay to Us any amount which is or may become payable by You to Us pursuant to a Contract.

31.2    If You are in Default under these Terms and Conditions, We can:

31.2.1    immediately and without notice to You commence proceedings for recovery of all amounts which are or which would in the ordinary course become payable to Us under Your Contract with Us. 


32.    It is agreed that in respect of these Terms and Conditions:

32.1    Where the context so admits or requires any reference to the singular number shall include the plural number and vice versa.

32.2    Where the context so admits or requires any reference to the masculine, feminine or neuter gender shall include each other gender.

32.3    Any of these Terms and Conditions which are expressed to be for the benefit of more than one person shall be for the benefit of each of such persons severally and for both of all such persons jointly.

32.4    Any of these Terms and Conditions which are expressed to be binding on more than one person shall be binding on each of such persons severally and on both or all of such persons jointly.

32.5    In these Terms and Conditions where the context so admits or requires any reference to a person shall include a company.

32.6    These Terms and Conditions shall be subject to the law and to the exclusive jurisdiction of the Courts of New South Wales.

32.7    Notwithstanding that any of these Terms and Conditions or any aspect of them is found to be void, voidable or unenforceable for any reason, the remainder of these Terms and Conditions will remain in full force and effect.

32.8    Any reference to a person shall, where the context so admits or requires, include the heirs, executors, assigns and legal personal representatives of that person.

33.    Any document or notice which is required to be served or delivered by one Party on or to another Party pursuant to or in connection herewith and may be served or delivered:

33.1    by any of the methods authorised by Section 170 of the Conveyancing Act or any other relevant legislation

33.3    with the consent of the recipient, by electronic transmission;

33.4    at the last known place of residence or business of a Party or if the Party has an office registered pursuant to any legislation at that office; 

33.5    by email which has been effectively transmitted to the recipient.

34.    In these Terms and Conditions:

34.1    Application means Your request to Us, however made, for Credit.

34.2    Contract means the Agreement between Us and You for provision of any Services.

34.3    Credit Limit means the maximum amount of Credit which We have agreed to allow You for the provision of Services by Us from time to time.


34.5    GST means Goods and Services Tax payable in respect of any supply made pursuant to A New Tax System (Goods and Services) Act 1999 and these Terms and Conditions and/or the Contract.

34.6    Services means any work performed by Us including work performed in relation to the supply of Services including, without limitation, warranty work.

34.7    We, Us and Our refers to The Broad Reform Pty Ltd and to its successors and assigns and, where the context allows, to its employees, agents and contractors.

34.8    You and Your refers to the Party to whom Services are provided by Us and, where the context allows, to that Party’s employees, agents and contractors, its successors and assigns.

35.1    The Agency discloses and the Client acknowledges that the Agency, in providing the Services, uses Third Party Providers to provide services to the Agency generally and including hosting websites.

35.2    While the Agency will endeavour to ensure that Third Party Providers provide their services on a continuing basis at the required quality standards, the Agency cannot guarantee this.

35.3    The Client agrees that the Client cannot make any claim against the Agency, except and to the extent that such claim cannot by law be excluded, for any loss or harm which the Client may suffer as a result of any failure of the services of a Third Party Provider.

35.4    If the Client suffers a loss resulting from a failure by a Third Party Provider and the Agency is able to recover compensation or damages from the Third Party Provider the Agency will account to the Client for so much of the amount so received as is determined by the Agency to represent the losses suffered by the Client.

35.5    The Agency will not be required to account to the Client for any amount if and to the extent that the Client has effected recovery from the Third Party Provider and may offset any such amount against any moneys owing by the Client to the Agency.