Cyberlinx Pty Ltd
ABN: 11669620384
www.cyberlinx.com.au
These terms of trade (“Agreement”) govern the sale of products and services (“Products”) between Cyberlinx (“Seller”) and the buyer (“Buyer”). By engaging in any transaction, the Buyer agrees to the terms set out in this document.
1. Quotations and Purchase Orders
1.1. Quotations provided by Cyberlinx are valid for a period of 14 days, unless otherwise specified in writing.
1.2. Any amendments or variations to a quotation supplied by Cyberlinx must be approved by Cyberlinx in writing including by means of a Tax Invoice.
1.3. Purchase orders placed by the Buyer shall be subject to acceptance by Cyberlinx. Cyberlinx reserves the right to refuse or cancel any purchase order.
1.4. Any purchase order received by Cyberlinx cannot be cancelled by the Buyer.
2. Product Delivery
2.1. Cyberlinx shall make reasonable efforts to deliver the Products during regular business hours at a location nominated by the Buyer within the agreed timeframe. However, delivery dates and times are estimates and are subject to change.
2.2. The Buyer shall make all arrangements to take delivery of the Products where they are tendered for delivery.
2.3. Risk of loss or damage to the Products shall pass to the Buyer upon delivery. The Buyer shall inspect the Products upon receipt and notify Cyberlinx of any discrepancies or damages within [number] days.
3. Defective Delivery
3.1. If the Buyer receives defective or non-conforming Products, they shall promptly notify Cyberlinx in writing within 14 days of receipt.
3.2. The Buyer shall give Cyberlinx a reasonable opportunity to inspect the products upon notification of a defect in delivery.
3.3. Cyberlinx may, at their discretion, replace the defective Products, issue a refund, or provide a credit for future purchases.
4. Retention of Title
4.1. Title to the Products shall remain with Cyberlinx until full payment has been received from the Buyer.
4.2. Until ownership is transferred to the Buyer, the Buyer shall store the Products separately, clearly identifiable as Cyberlinx’s property.
4.3. The Buyer is not an agent of Cyberlinx in any permitted sale of the products by the Buyer.
5. Service Delivery
5.1. Cyberlinx shall provide cybersecurity services (“Services”) as agreed upon with the Buyer.
5.2. Cyberlinx shall make reasonable efforts to perform the Services in a timely and professional manner, during regular business hours of 8am – 6pm Monday to Friday.
6. Pricing and Payment
6.1. The price of the Products and Services shall be as stated in Cyberlinx’s quotation or invoice, unless otherwise agreed upon in writing.
6.2. All prices are exclusive of Goods and Services Tax (GST) unless otherwise specified. The Buyer shall be responsible for any applicable taxes.
6.3. Payment terms shall be specified in Cyberlinx’s quotation or invoice. Unless otherwise agreed upon, payment shall be made in full within 15 days from the date of the invoice.
6.4. Services will be invoiced in accordance with payment terms specified in the services proposal and Cyberlinx may issue a Tax invoice for the total cost of the services no more than five (5 business days) before the date of commencement of the services or Cyberlinx will issue Tax invoices for the services according to any schedule of payments set out in the services proposal.
6.5. Cyberlinx reserves the right to charge interest on any late payments until payment is made in full at the rate equivalent to 2 percentage points above the overdraft rate charged on overdraft accounts over $20,000 by the x bank for accounts more than 15 days in arrears from time to time.
7. Warranties
7.1. Cyberlinx warrants that the Products and Services will conform to the agreed specifications and will be free from defects in materials and workmanship.
7.2. Cyberlinx’s liability under this warranty is limited to repairing or replacing the defective Products, reperforming the Services, or issuing a refund, at Cyberlinx’s discretion.
8. Limitation of Liability and Indemnity
8.1. To the extent permitted by law, Cyberlinx shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of the use or inability to use the Products or Services.
8.2. The Buyer agrees to indemnify and hold Cyberlinx harmless against any claims, losses, damages, or expenses arising out of the Buyer’s use of the Products or Services.
8.3. Cyberlinx’s liability to the Buyer for any breach of any provision of this Agreement and for any liability under this Agreement is limited to (at Cyberlinx’s discretion):
If the breach relates to goods:
- Repairing or replacing those goods; or
- Paying the cost of having those goods repaired or replaced; and
If the breach relates to services; or
- Resupplying the equivalent services; or
- Paying the cost of having those services resupplied
9. Confidentiality and Disclosure of Information
9.1. The parties agree to treat all confidential information disclosed during the course of the transaction as confidential and shall not disclose it to third parties without the prior written consent of the transaction as confidential and shall not disclose it to third parties without the prior written consent of the disclosing party.
9.2. A party may make any disclosure in relation to this Agreement:
- To any professional adviser, financial adviser, banker or auditor where that person is obliged to keep the information confidential.
- To comply with any applicable law, or any requirement of any regulatory authority (including any relevant stock exchange).
- To any of its employees to whom it is necessary to disclose the information.
- To a subcontractor.
9.3. Each party shall take all reasonable steps to ensure that its employees, agents or any subcontractors engaged for the purpose of this Agreement, do not make public or disclose the other party’s confidential information.
9.2. This obligation of confidentiality shall survive the termination of this Agreement.
10. Protection of Personal Information
10.1. The parties shall comply with all applicable privacy laws and regulations regarding the collection, use, and disclosure of personal information.
10.2. The Buyer acknowledges that Cyberlinx may collect and process personal information for the purpose of fulfilling the transaction.
11. Intellectual Property
11.1. Cyberlinx retains all intellectual property rights in the Products and Services, including but not limited to copyrights, trademarks, and patents.
11.2. The Buyer shall not reproduce, modify, or distribute the Products, Services, or associated documentation without the prior written consent of Cyberlinx.
12. Termination
12.1. Either party may terminate this Agreement in the event of a material breach by the other party, subject to any cure periods specified in writing.
12.2. Upon termination, the Buyer shall pay for all Products and Services provided up to the termination date.
13. Force Majeure
13.1. Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, strikes, or natural disasters.
14. Notices
14.1. Any notice or communication required or permitted under this Agreement shall be in writing and delivered personally, sent by registered mail, or transmitted by email to the address provided by each party.
15. Relationship of Parties
15.1. The relationship between Cyberlinx and the Buyer is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.
16. General
16.1. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or agreements, whether written or oral.
16.2. Any modifications to this Agreement must be in writing and signed by both parties.
16.3. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
17. Interpretation and Definitions
17.1. This Agreement shall be governed by and construed in accordance with the laws of Australia.
17.2. In this Agreement, unless the context otherwise requires:
“GST” refers to the Goods and Services Tax as defined by the Australian Taxation Office.
“Parties” refers to Cyberlinx and the Buyer collectively.
“Products” refers to the cybersecurity products being sold.
“Services” refers to the cybersecurity services being provided.
“Seller” refers to the entity selling the Products and Services.
“Buyer” refers to the entity purchasing the Products and Services.