Fine print, that’s easy to read.

The terms and conditions in this document apply to the provision of products and services by TECHD Pty Ltd (ABN  74 632 175 565) (we, us or our) to you. By signing or click-accepting an online quote, order form or any other written agreement between you and us (Customer Agreement), you agree to comply with the terms and conditions set out in this document below (Terms of Service). To the extent of any inconsistency between the terms set out in the Customer Agreement and these Terms of Service, the terms and conditions in the Customer Agreement will prevail.

1. Definitions and Interpretation

1.1 Definitions

(a) Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.

(b) Commencement Date means the date set out in the Customer Agreement (or as otherwise agreed in writing between the parties).

(c) Confidential Information means each of the following types of information, in any form or medium, whether disclosed or obtained before, on or after the date of this Commencement Date:

(i) information about the business or affairs of the Discloser or any of its Affiliates, including data, know-how, designs, sketches, photographs, plans, drawings, specifications, layouts, ideas, concepts, reports, manuals, prototypes, methods of manufacture of any work, trade secrets, source and object codes, finances, business and marketing information, arrangements and agreements with third parties, present or potential customer, distributor, reseller or supplier information and lists, information about the Products (including pricing) and Intellectual Property Rights of the Discloser;

(ii) information which passes directly or indirectly from the Discloser or any of its Affiliates to the Recipient in connection with this document;

(iii) information which is designated as confidential by the Discloser, or which is confidential by its nature, or which the Recipient knows or ought to know is confidential;

(iv) information which is developed from the information described in (i) to (iii) above; and

(v) information about the subject matter and terms of this document, the Customer Agreement or the commercial arrangements between the parties.

(d) Corporations Act means Corporations Act 2001 (Cth).

(e) CPI means the Consumer Price Index (All Groups) for the capital city of the state or territory in which the Licensed Area is located as published by the Australian Bureau of Statistics, or any similar index which replaces it.

(f) Discloser means the party disclosing Confidential Information under this document.

(g) Fees means the aggregate of the fees and other amounts (including expenses and fees for Third Party Solutions) payable by you to us, as set out in the Customer Agreement.

(h) GST means the tax imposed or assessed by the GST Act and its related legislation and includes any similar or substitute impost introduced in the future.

(i) GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(j) Indirect Loss means any one or more of the following:

(i) economic loss, loss of actual or anticipated profits, loss of revenue, loss of savings, loss of production, loss of business, loss of opportunity, loss of access to markets, loss of goodwill, loss of reputation, loss of credit, loss of publicity, loss of data, loss of use, loss of interest or loss arising from business interruption; and

(ii) any special, indirect, consequential, incidental, punitive, exemplary or unforeseeable loss or any similar loss.

(k) Insolvency Event means the occurrence of any one or more of the following events in relation to any person:

(i) an application is made to a court for an order that it be wound up, declared bankrupt or that a provisional liquidator or receiver or receiver and manager be appointed, and the application is not either demonstrably frivolous or vexatious, or withdrawn, struck out or dismissed within 21 days of it being made;

(ii) a liquidator or provisional liquidator is appointed;

(iii) an administrator or a receiver, receiver and manager, judicial manager, liquidator, administrator, controller or like official is appointed to the person or to the whole or a substantial part of the undertaking or property of the person, including any of its assets;

(iv) it enters into, or takes steps or proposes to enter into, an arrangement, compromise or composition with its creditors or a class of them, or an assignment for the benefit of its creditors or a class of them;

(v) it proposes a winding-up or dissolution or reorganisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors;

(vi) it is insolvent or states that it is insolvent, or it is presumed to be insolvent under an applicable law;

(vii) it becomes an insolvent under administration;

(viii) it is taken to have failed to comply with a statutory demand as a result of section 459F (1) of the Corporations Act;

(ix) a notice is issued under sections 601AA or 601AB of the Corporations Act;

(x) a writ of execution is issued against it or its property;

(xi) it ceases to carry on business or pay its debts as and when they fall due, or threatens to do so, or it is taken under applicable laws to be unable to pay its debts or stops or suspends, or threatens to stop or suspend, payment of all or a class of its debts; or

(xii) anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the above paragraphs of this definition.

(l) Intellectual Property Rights means all present and future intellectual, industrial or proprietary rights conferred by statute, at common law or in equity anywhere in the world, whether issued or pending, registered or unregistered, including all forms of copyright, patents, trade marks, designs, trade secrets, know-how, confidential information and circuit layouts. (m)

(m) Liabilities has the meaning given to that term in clause 13.1.

(n) Personal information has the meaning given to that term in the Privacy Act 1988 (Cth).

(o) PPSA means the Personal Property Securities Act 2009 (Cth).

(p) PPSR refers to the Personal Property Securities Register established under the PPSA.

(q) Privacy Laws means the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth) and any other applicable laws relating to the collection and handling of personal information.

(r) Products means any products we provide to you, as set out under the Customer Agreement, including:

(i) IT hardware products such as laptops and desktop accessories;

(ii) Mobile and desktop phones;

(iii) Networking infrastructure.

(s) Recipient means the party receiving Confidential Information under this document.

(t) Services means any services set out in the Customer Agreement, including managed IT services, IT consultancy and the management and the provision of Third-Party Solutions. (u) Services IP has the meaning given to that term in clause 9.1.

(v) Stay means a stay on enforcing rights against a party which arises under the Corporations Act if that party becomes subject to an event described in paragraph (iii) or (iv) of the definition of Insolvency Event.

(w) Term means the period commencing on the Commencement Date and continuing for the period set out in the Customer Agreement (or as otherwise agreed between the parties in writing).

(x) Third Party Solutions means any products or solutions provided and managed by a third party, not owned or operated by us, including:

(i) NBN and other internet equipment and services;

(ii) phone equipment and services;

(iii) Microsoft Cloud Solution products (including Azure Services, Microsoft 365, Office 365, Dynamics and other Microsoft seat-based and cloud-based products and services); and

(iv) Other cloud products.

(y) Your Material means any material provided by you to us, or which you give us access to, during the Term, including any branding, data and personal information.

1.2 Interpretation

In this document:

(a) words denoting any gender include all genders;

(b) headings are for convenience only and do not affect interpretation;

(c) the singular includes the plural and vice versa;

(d) any schedule or annexure attached to this document forms part of it;

(e) a reference to a party includes its legal personal representatives, successors and permitted assigns;

(f) a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity;

(g) a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(h) an obligation or liability assumed by two or more persons binds them jointly and separately;

(i) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this document or any part of it;

(j) unless expressly stated to be otherwise, the meaning of general words is not limited by specific examples introduced by ‘including’ or ‘for example’ or similar inclusive expressions; and

(k) a reference to this document means this document and includes any variation or replacement of this document.

2. Products and Services

2.1 We agree to provide you with Products and Services during the Term in accordance with the terms and conditions of this document.

2.2 If you engage us to provide further work or services that are not covered under the Customer Agreement, the terms of this document will also govern that work or those services unless we agree otherwise.

2.3 In some instances, as part of the Services we may provide you with access to a Third Party Solution or manage your account with a Third Party Solution provider. If we provide you with access to, or manage your account in connection with, a Third Party Solution, you agree that:

(a) we do not provide any warranties or representations in respect of that Third Party Solution and do not have any control over the performance of that Third Party Solution;

(b) our provision of access to, or account management in connection with, a Third Party Solution does not mean that we endorse or recommend, or have any particular association with, the Third Party Solution or the owner or operator of the Third Party Solution;

(c) you will be responsible for payment of all costs and expenses in connection with that Third Party Solution (including any Third Party Solution costs and expenses incorporated in the Fees); and

(d) Third Party Solutions may be subject to their own terms, conditions and policies. You acknowledge that it is your sole responsibility to review and comply with those terms, conditions and policies (including any Third Party Solution terms and conditions which we make available to you) and that we have no responsibility for your actions, or any Liabilities you incur, when using Third Party Solutions.

2.4 You acknowledge that, unless expressly set out in the Customer Agreement, our provision of a Product to you does not include ongoing maintenance and support in respect of that Product.

3. Fees

3.1 In consideration of the Products and Services provided by us, you must pay us the Fees or any other fees as otherwise agreed between the parties in writing.

3.2 You agree that, on 1 July each calendar year during the Term, the Fees will be subject to a CPI increase (unless otherwise agreed between the parties in writing).

4. Payment

4.1 Fees may be payable upfront, monthly, annually or a combination of those options. Details of payment terms will be set out in the Customer Agreement.

4.2 Unless otherwise set out in the Customer Agreement:

(a) for Services, we will invoice 50% of the Fees upfront and 50% of the Fees on completion; and

(b) for Products, we will invoice you for the full amount in advance.

4.3 For any Fees which are payable monthly, we will invoice you on the third day of each month (unless otherwise set out in the Customer Agreement).

4.4 Unless otherwise set out in the Customer Agreement, you must pay all Fees to us within 14 days of receipt of our valid tax invoices from time to time.

4.5 If you pay any Fees using a credit card, you agree to pay us for any additional fees or charges we incur as a result of processing your payment.

4.6 We may charge interest on all amounts not paid by you by the relevant due date at a rate equal to the Reserve Bank of Australia cash target rate from time to time plus a margin of 5% per annum, calculated from the due date and accruing monthly until the date of payment. Accrued interest is payable on demand.

5. GST

5.1 If a term used in this clause has a particular meaning in the GST Act, it has the same meaning in this clause.

5.2 Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this document are exclusive of GST and we may add and recover as part of the Fees the amount of any GST applicable to the supply of the Services or in respect of any other supply by us.

6. Credit Terms

6.1 We may provide you with Products or Services and allow credit for part or all the Fees owed for those Products or Services.

6.2 Credit approval once granted may be withdrawn at any time. Where credit approval has not been granted, or is withdrawn, payment in cleared funds for all Products or Services supplied is required before delivery.

6.3 Where credit has been approved, all invoices issued by us are due and payable by the date for payment as agreed in the Customer Agreement. If no agreement in writing is made, payment is due 14 days after the date of the relevant invoice.

6.4 If you fail to make payment of any monies owing to us under these Terms of Service by the due date, then you will be in default of these Terms of Service.

6.5 If you are in default of these Terms of Service, you must reimburse and indemnify us for and against all expenses, costs and disbursements incurred by us in pursuing the debt or a claim under these Terms of Use including the fees charged to us by any mercantile agency.

6.6 If you fail to pay any amount due under these Terms of Service by the due date, we may at our sole discretion:

(a) cancel any provision of credit to you;

(b) reverse any rebates and discounts allowed;

(c) change credit payment terms including by requiring pre-payment for any further Products or Services ordered;

(d) provide details of the payment default to a credit reporting agency;

(e) commence legal proceedings against you (and any guarantors) for all outstanding amounts, interest and costs;

(f) decline to supply Products or Services to you and terminate any agreement we have with you; and

(g) exercise any other rights at law including pursuant to the PPSA.

6.7 A certificate of debt signed by a representative of ours will be prima facie evidence and proof of money owing by you to us at the time of the certificate.

7. Delivery of Products

7.1 Delivery of any Products to you is deemed to have taken place when:

(a) you take possession of the Products at our nominated address;

(b) the Products are delivered to your nominated address (and will be effective if delivery is made to any person reasonably appearing to be your employee or agent); or

(c) your nominated carrier takes possession of the Products in which event the carrier will be deemed to be your agent.

7.2 Your nominated address is the address specified in the Customer Agreement or otherwise notified by you to us from time to time.

7.3 You must not refuse delivery of any Products after you have confirmed your acceptance of the relevant Customer Agreement in respect of those Products. Where prices are stated as inclusive of delivery, delivery is to the delivery point accepted by us in the Customer Agreement.

7.4 If you fail to take delivery of any Products in accordance with this Agreement, you agree to be responsible for any additional delivery charges / re-delivery fees and other incidental costs. We may issue you with an invoice for those costs following delivery of the Products, payable within 14 days of the date of the invoice.

8. Retention of Title and Passage of Risk

8.1 Terms used in this clause 8 that have a particular meaning in the PPSA have the same meaning in this clause.

8.2 Risk in the Products which are the subject of a Customer Agreement will pass to you on delivery of those Products.

8.3 We remain the legal and beneficial owner of all Products sold by us to you until all amounts secured by all Products have been paid to us in cleared funds.

8.4 The security interest granted to us is a purchase money security interest (PMSI) to the extent that it can be under section 14 of the PPSA. You agree, to the extent possible under the PPSA, that all collateral which is at any time subject to our security interest secures as a PMSI the purchase price of all other collateral supplied to you and also secures all other amounts owed at any present or future time or contingently to us.

8.5 Except to the extent agreed to in writing by us, you must hold the Products as our fiduciary bailee and must keep the Products physically separate from all other products purchased by you from other suppliers and ensure that they are identifiable as our property. You must notify us of all premises at which you hold any Products supplied under these Terms of Service. You must allow us to enter your premises to inspect the Products in your possession on reasonable notice from time to time.

8.6 If:

(a) you fail to pay any amount (whether in part or whole) payable in respect of any Products by the time required for payment;

(b) you are the subject of an Insolvency Event; or

(c) your Customer Agreement and these Terms of Service are terminated, or become terminable at our option in accordance with our rights under the Customer Agreement or Terms of Service,

we may, without notice to you, enter at any reasonable time any premises where Products are located (or believed by us to be located) and take possession of those Products not paid for and any other Products to the value of the amount owing or secured. Our permission to enter your premises for that purpose is irrevocable. We are not liable to you in contract, tort or otherwise, for any costs, damages, expenses or losses incurred by you as a result of any action taken by us under this clause.

8.7 If any Products belonging to us are sold or otherwise disposed of by you or if any insurance claim is made in respect of them, you must keep the proceeds of sale or insurance in a separate bank account on trust for us.

8.8 You must reimburse to us all costs incurred by us in exercising our rights under this clause 8.

8.9 The parties agree that payments to us will be applied in the following order:

(a) to obligations that are not secured, in the order in which those obligations were incurred;

(b) to obligations that are secured, but not by PMSIs, in the order in which those obligations were incurred;

(c) to obligations that are secured by PMSIs, in the order in which those obligations were incurred.

8.10 We may register our security interest, including as a PMSI. You must do anything (such as obtaining consents and signing documents) which we reasonably require for the purposes of ensuring that our security interest is enforceable, perfected, first in priority and otherwise effective under the PPSA. To assure performance of your obligations, you give us an irrevocable power of attorney to do anything we consider reasonably necessary to protect our rights under this clause 8.

8.11 Our rights under this document are in addition to and not in substitution for our rights under other law (including the PPSA) and we may choose whether to exercise rights under this document or under such other law (or both) as we see fit.

8.12 To the extent that:

(a) section 115 of the PPSA permits the parties to contract out of any provision of Chapter 4 of the PPSA; and

(b) such a provision requires us to give a notice, allow time, give an account, or allow reinstatement or similar rights to you in connection with enforcement,

the parties agree that all such provisions are contracted out of.

8.13 Provisions of Chapter 4 of PPSA confer rights on us. You agree that in addition to those rights, we will, if there is default by you, have the right to seize, purchase, take possession or apparent possession, retain, deal with or dispose of any goods, not only under those sections but also, as additional and independent rights, under this document, and you agree that we may do so in any manner we see fit including (in respect of dealing and disposal) by private or public sale, lease or licence.

8.14 You waive your rights to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPSA.

8.15 The parties agree not to disclose information of the kind that can be requested under section 275(1) of the PPSA. You must do everything necessary on your part to ensure that section 275(6)(a) of the PPSA continues to apply. The agreement in this sub-clause is made solely for the purpose of allowing us the benefit of section 275(6)(a) and we will not be liable to pay damages or any other compensation or be subject to injunction if we breach this sub-clause.

9. Intellectual Property

9.1 You agree that, subject to clause 9.3, all present and future right, title and interest (including all Intellectual Property Rights) in any materials prepared by us in connection with the delivery of the Services to you will be owned by us (the Services IP), unless otherwise agreed in writing.

9.2 You agree to do, and to ensure that each of your employees and contractors do, all acts, matters and things (including executing all documents) that are necessary or desirable for the purpose of perfecting our title and interest to the Services IP.

9.3 We agree that all present and future right, title and interest (including all Intellectual Property Rights) in any of Your Materials is owned by you (or your licensor) and will remain your property (or the property of your licensor).

9.4 You hereby grant us a royalty-free, non-exclusive licence to use Your Material solely for the purposes of providing you the Services.

10. Privacy

10.1 Each party agrees to comply with Privacy Laws in respect of any Personal Information they access and use in connection with this document. 10.2 We will access and use Personal Information in accordance with our Privacy Policy (which may be updated from time to time).

11. Confidentiality

11.1 The Recipient may only use the Confidential Information for the purposes of this document, and must keep the Confidential Information confidential except where:

(a) the information is public knowledge (but not because of a breach of this document) or the Recipient has independently created the information;

(b) disclosure is required by law or a regulatory body (including a relevant securities exchange) provided that, if legally permissible, the Recipient has first used its reasonable endeavours to notify the Discloser of the proposed disclosure and has given the Discloser the opportunity to comment on or challenge the disclosure; or

(c) disclosure is made to an employee, approved sub-contractor or approved sub-distributor who must know for the purposes of this document on the basis that the employee, sub-contractor or sub-distributor has agreed in writing to keep the information confidential and that the party remains responsible for any actions of the employee, sub-contractor or sub-distributor in breach of this clause.

11.2 The Recipient must keep the Confidential Information secure and protected at all times from unauthorised use or access and must take all necessary precautions to maintain its confidentiality. 11.3 The Recipient agrees that breach of its obligations under this clause 11 could cause irreparable commercial and financial harm to the Discloser, for which damages would be

an inadequate remedy and that, in addition to any other remedies which may be available to it, the Discloser may seek to restrain such breach by injunction or similar remedy, or compel specific performance of this clause 11.

12. Warranties

12.1 Each party represents and warrants to each other party that:

(a) where that party is a corporation, it is validly existing under the laws of its place of incorporation and registration;

(b) it has the power to enter into and perform its obligations under this document and to carry out the transactions contemplated by this document;

(c) it has taken all necessary action to authorise its entry into and performance of this document and to carry out the transactions contemplated by this document;

(d) its obligations under this document are valid and binding and enforceable against it in accordance with their terms; and

(e) the execution, delivery and performance by it of this document (and any other agreement required to be entered into by it in connection with this document) will not:

(i) result in a breach of, or constitute default under, any agreement or arrangement to which it is a party or by which it is bound, or

(ii) result in a breach of any law or order, judgement or decree of any court, government agency or regulatory body to which it is a party or by which it is bound.

12.2 You warrant that:

(a) any Personal Information you share with us (including to the extent incorporated in Your Material) has been collected, used and disclosed in accordance with all Privacy Laws; and

(b) you have obtained all necessary consents from relevant individuals to allow for our access to and use of any Personal Information you share with us for the purposes of us providing you with the Services in accordance with the terms of this document; and

(c) our use of, or access to, any of Your Material in accordance with the terms of this document will not infringe the Intellectual Property Rights of any third party.

13. Indemnity

13.1 You indemnify and hold us, our directors, officers and employees, (in this clause, the Indemnified Party) harmless from and against any and all claims, losses, liability and damages, including any legal costs and other reasonable expenses incurred in relation to the same, (collectively Liabilities) suffered, paid, incurred or assumed by the Indemnified Party and resulting from:

(a) any breach or non-performance of any warranty under clause 12.2; or

(b) your use of, or failure to pay any costs or expenses in relation to, any Third Party Solutions,

except to the extent caused directly by our acts or omissions.

14. Limitation of Liability

14.1 Limitation of liability

(a) Nothing in this document is or should be interpreted as an attempt to modify, limit or exclude any right or remedy, or any guarantee, term, condition, warranty, undertaking, inducement or representation, implied or imposed by legislation which cannot be modified, limited or excluded.

(b) To the extent permitted by law, both parties exclude all other guarantees, terms, conditions, warranties, undertakings, inducements or representations whether express or implied, statutory or otherwise, which would otherwise be implied into this document concerning the activities covered by this document.

(c) Where any legislation implies or imposes a guarantee, term, condition, warranty, undertaking, inducement or representation in relation to this document and we are not able to exclude that guarantee, term, condition, warranty, undertaking, inducement or representation (Non-Excludable Provision), and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to (at our election):

(i) in the case of goods, the repair or replacement of the goods or the supply of equivalent goods (or the payment of the cost of doing so); and

(ii) in the case of services, the supplying of the services again (or the payment of the cost of doing so). (d) Subject to clause 14.1(e) and our obligations under the Non-Excludable Provisions, each party’s maximum aggregate liability to the other party in respect of any one claim or series of connected claims under this document or in connection with its subject matter, whether arising in or for breach of contract, negligence or other tort, breach of statutory duty, or under an indemnity or otherwise is limited to an amount equal to the Fees paid by you to us during the 12 month period before the event giving rise to the claims. (e) You agree that, the limitation of liability in clause 14.1(d) does not apply in respect of any breach of the warranties under clause 12.2 and your obligations under the Indemnity in clause 13.

14.2 Other claims excluded

(a) Subject to our obligations under the Non-Excludable Provisions, neither party is liable to the other party or any third party for any Indirect Loss arising in connection with this document or its subject matter, whether arising in or for breach of contract, negligence or other tort, breach of statutory duty, breach of warranty or guarantee, under an indemnity or otherwise and whether or not that loss was foreseeable, even if a party has been advised of the possibility of such loss.

15. Termination

15.1 Either party may terminate a Customer Agreement at any time by giving the other party at least 90 days’ written notice.

15.2 Either party may terminate this document immediately on written notice to the other party if:

(a) the other party materially breaches this document (or commits a series of breaches which collectively constitute a material breach) and the breach cannot be, or is not, rectified within 14 days after the party sends written notice to the other party specifying the breach and requesting rectification; or

(b) an Insolvency Event occurs in relation to the other party and that Insolvency Event:

(i) does not give rise to a Stay; or

(ii) gives rise to a Stay, but a court makes an order to lift that Stay.

15.3 Termination of this document does not affect any accrued rights or liabilities of any party under this document nor does it affect any provision of the document which is expressly or by implication intended to operate after termination.

15.4 On termination of this document, you must immediately pay to us any and all outstanding invoices or any Fees (including any costs or expenses in respect of Third Party Solutions) incurred prior to termination of the document.

15.5 You acknowledge that, in some cases, your subscription in respect of a Third Party Solution may involve a multi-year commitment. You agree that, if you wish to cancel your subscription to that Third Party Solution prior to the contracted end date as set out in the Customer Agreement, you will be solely responsible for any cancellation fees that may apply in respect of any early cancellation.

16. General

16.1 No relationship

(a) We are an independent contractor without authority to bind you by contract or otherwise.

(b) We (and our other employees and contractors) are not agents or employees of yours by virtue of this document.

(c) Except as expressly provided to the contrary in this document, nothing in this document will constitute a party as a principal, agent, employer or employee, partner or otherwise liable for the acts or omissions of any other party.

16.2 Notices

(a) A notice is taken to be duly given and received:

(i) if delivered by hand, when delivered; or

(ii) if delivered by prepaid post, three Business Days after being deposited in the mail with postage prepaid; or

(iii) if delivered by email, at the time that the recipient party confirms, by non-automated email, receipt of the notice.

16.3 Costs and Expenses

Except as expressly provided to the contrary in this document, each party must pay its own legal and other costs and expenses in relation to preparing, negotiating, executing and performing its obligations under this document and any document related to this document.

16.4 Consents

Except as expressly provided to the contrary in this document, a party may give or withhold an approval or consent in that party’s absolute discretion and subject to any conditions determined by the party. A party is not obliged to give its reasons for giving or withholding a consent or approval or for giving a consent or approval subject to conditions.

16.5 No Assignment

Each party agrees that none of the rights or obligations of any party under this document may be assigned or transferred without the prior written consent of each other party.

16.6 Further Assurance

Each party must (at its own expense) do all things that any other party reasonably requires of it to give the other party the full benefit of any obligations owed to the other party and expressed in this document.

16.7 Counterparts

This document and any variation of this document may be executed and take effect in two or more counterparts, each of which when taken together, will constitute one and the same instrument.

16.8 Survival

All warranties, releases, exclusions and limitations of liability, indemnities, terms with respect to intellectual property and confidential information in this document will remain valid and binding following expiry or termination of this document. Any other provision by its nature intended to survive expiry or termination of this document survives expiry or termination of this document.

16.9 No Waiver

The failure, delay or omission by a party to exercise, or to partially exercise, a right, power or remedy under this document does not operate as a waiver of that right, power or remedy. A party which exercises, or partially exercises, a right, power or remedy maintains its right to further exercise the same right, power or remedy or to exercise another right, power or remedy. A party waives a right, power or remedy only by explicitly doing so in a written notice to the other party and the waiver is strictly limited to the matters specified in the notice.

16.10 Cumulative Rights

The rights, powers, authorities, discretions and remedies of a party under this document do not exclude any other right, power, authority, discretion or remedy.

16.11 Severability

If any provision of this document is determined by a court or other competent tribunal or authority to be illegal, invalid or unenforceable then:

(a) where the offending provision can be read down so as to give it a legal, valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result;

(b) where the offending provision cannot be read down then that provision must be severed from the document in which event, the remaining provisions of this document operate as if the severed provision had not been included; and

(c) the legality, validity or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction is not affected,

but only to the extent that is consistent with giving substantial effect to the intentions of the parties under this document.

16.12 Variation

This document can only be amended, supplemented or replaced by another document signed by the parties.

16.13 Governing law and jurisdiction

This document is governed by the law of New South Wales. Each party submits to the jurisdiction of the courts in New South Wales in connection with matters concerning this document.

Our Refund Policy includes, and does not seek to exclude or limit, the rights you have under Consumer Law. Our goods come with guarantees that cannot be excluded under the Consumer Law.

In the event that any products or services purchased from us do not meet the Consumer Guarantees, we will gladly meet our obligations to provide a refund, repair or replacement at our own expense.

We may at our absolute discretion choose to refund, credit, replace or repair goods returned within a reasonable time (generally 14 days) for any reason other than breach of the Consumer Guarantees, provided the goods are in original condition, current version and not a special order, hardware, peripheral or clearance item. In these circumstances, we may make our best effort to arrange exchange with the manufacturer or accept the goods back for resale. In this case, if the return is authorised by TECHD Group, a restocking fee may apply.

Please note that except in the case where a Consumer Guarantee is breached, where the plastic seal or shrink wrap of a license agreement is broken, the return or exchange cannot be accepted due to copyright and licensing restrictions. In this case we will help the Customer obtain a working copy. Also “special order” goods are goods that are not in stock at the time of an order and therefore especially ordered to meet a client order.

Exchange of computer hardware and peripherals is sometimes not possible due to third party constraints on TECHD Group. In the event of a breach of the Consumer Guarantees, we will however gladly provide a refund.

Unless there is a breach of the Consumer Guarantees, the right to refuse the return or exchange of products is at the discretion of TECHD Group and a restocking fee may apply to returned goods.