COPY MONITORING AUSTRALIA

TERMS OF TRADE

1. Terms of Trade

1.1. These terms and conditions of sale (“Terms of Trade“) apply to all sales and transactions between Copy Monitoring Australia (ABN 66 203 627 042) (“Copy Monitoring“, “we” or “us“) and you (“Customer“, “you” or “your”) relating to the provision of Goods & Services by us. This includes all quotations, online transactions, contracts and variations.

1.2. Copy Monitoring may also, in the future, offer new services and/or features through this website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Trade.

2. Accuracy, Completeness and Timeliness of Information

2.1. Copy Monitoring is not responsible if information made available on its website is not accurate, complete or current. The material on its website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this website is at your own risk.

2.2. Copy Monitoring’s website may contain certain historical information which may not be current and is provided for your reference only. Images are representative only and actual products may differ and prior to placing any Order please refer to the Vendor or Manufacturer’s website for further or current information.

2.3. We reserve the right to:

a) modify the contents of this site at any time, but we have no obligation to update any information on our site and you agree that it is your responsibility to monitor changes to our site;

b) limit the sales of Goods or Services to any person, geographic region or jurisdiction;

c) limit the quantities of any products or services that we offer;

d) to change descriptions of Goods or product pricing at anytime without notice, at the sole discretion of Copy Monitoring; and

e) discontinue any Good or Service at any time.

3. Quotes

3.1. Copy Monitoring may provide the Customer with a Quote. Any Quote issued by us is valid for thirty (30) days from the date of issue.

3.2. Unless otherwise expressly agreed in writing, a Quote does not include delivery or installation of the Goods.

3.3. Quotes are based upon the information supplied to us by the Customer and the cost of goods, services and materials available at the time of preparation of the Quote and assumes the accurate and timely supply by the Customer of necessary information and instructions to Copy Monitoring.

3.4. Following provision of a Quote to the Customer, Copy Monitoring is not obliged to commence work until the Quote has been accepted by the Customer. This occurs by the Customer completing an Order form and returning the form to Copy Monitoring.

3.5. Copy Monitoring reserves the right to amend any Quote before the Order has been completed to take into account any rise or fall in the cost of completing the Order. Copy Monitoring will notify the Customer of any amendment as soon as practicable, at which point the amended Quote will be the estimate or Quote for the purposes of these Terms of Trade.

3.6. An indication in a Quote of the time frame for the provision of the Goods or Services is an estimate only and is not a fixed time frame. Subject to any obligations in respect of consumer guarantees under the Australian Consumer Law, Quotes and estimates are not binding upon Copy Monitoring.

4. Order and Shipment

4.1. Customers may order Goods and Services by sending a complete purchase order to Copy Monitoring or by ordering online through our online store located at https://copymonitoring.channelconnect.cloud

4.2. Subject to paragraph 4.3 below, Copy Monitoring will:

a) send the Customer an email summarising the Customer’s Order as soon as the Order is placed; and

b) notify the Customer if any Goods are out of stock or on backorder within twenty four (24) hours of receiving an Order.

4.3. Copy Monitoring may accept or reject the purchase Order for any reason.

4.4. Copy Monitoring will not be bound by any terms or conditions set out in the Customer’s purchase orders. Unless otherwise agreed in writing, delivery will be made in accordance with Copy Monitoring shipping policy on the date of shipment.

4.5. Every Order by the Customer for the provision of Goods or Services must be submitted in writing on Copy Monitoring’s standard Order form (unless otherwise agreed).

4.6. An Order will only be deemed to be placed by the Customer if the Order clearly identifies the Goods or Services ordered and Copy Monitoring’s Quote. Any costs incurred by Copy Monitoring in reliance on incorrect or inadequate information provided by the Customer in an Order may result in the imposition of an Additional Charge.

4.7. Orders must be signed by an authorised representative of the Customer and must specify the required date of delivery.

4.8. Placement of an Order by the Customer signifies acceptance by the Customer of these terms of trade and the most recent Quote provided by Copy Monitoring relating to that Order.

4.9. Copy Monitoring may in its absolute discretion refuse to provide Goods or Services where:

a) Goods are unavailable for any reason whatsoever;

b) credit limits cannot be agreed upon or have been exceeded; or

c) payment for Goods or Services previously provided to the Customer or any related corporation of the Customer or to any other party who is, in the reasonable opinion of Copy Monitoring, associated with the Customer under the same or another supply contract, are overdue or have not been received by Copy Monitoring.

5. Variations

5.1. A Customer may request that its Order be varied by providing a request in writing to Copy Monitoring. A request for a variation must be agreed to in writing by Copy Monitoring in order to have effect.

5.2. If the Customer wishes to vary its requirements after a Quote has been prepared by Copy Monitoring or after the placement of an Order, Copy Monitoring reserves the right to vary the Quote to include any Additional Charge in respect of any extra costs incurred or additional work carried out due to the variation, in accordance with its then current charge rates. A revised Quote issued by Copy Monitoring in respect of the requested variation supersedes the original Quote. If the revised Quote only specifies additional work, the Quote for that additional work will be in addition to the immediately preceding Quote for the Goods or Services or both.

5.3. Copy Monitoring has an automatic extension of time for the provision of the Goods or Services equal to the delay caused by the variation.

6. Order Cancellation

6.1. An Order cannot be cancelled without the prior written consent of Copy Monitoring.

6.2. A Customer may request to have their Software Order cancelled by Copy Monitoring under the following circumstances:

a) For an invoice up to and including thirty (30) days from the issue date, a refund will be processed at the full original value, less a 5% fee if invoice was paid in full on a Credit Card (i.e. Mastercard and Visa). There is no fee for Cheque or Wire Transfer;

b) For an invoice from thirty one (31) days and up to and including ninety (90) Days from the issue date, a refund will be processed at the full original value less an administration fee equivalent to USD$100;

c) For an invoice greater than ninety one (91) days, cancellation will only be acceptable under specific circumstances. The request for cancellation will be assessed by Copy Monitoring on an individual basis. If deemed acceptable by Copy Monitoring, the Customer is likely to incur fee equivalent to 30% of license cost.

6.3. A Customer may request to have their Hardware Order cancelled by Copy Monitoring under the following circumstances:

a) Full order cancellations are only permitted if the ordered goods are stocked items with no customisation and/or special firmware and the order quantity does not exceed Copy Monitoring’s reasonable stock level to hold;

b) If the goods have left the warehouse, the Customer will only be entitled to a full refund excluding shipping costs for goods up to thirty (30) days old from invoice date and provided the goods are in their original packaging and have not been opened or used;

c) If the goods have been opened and/or used but are still in saleable condition, then Copy Monitoring may offer a full refund less a 30% restocking fee;

d) If the goods are not re-useable, Copy Monitoring will not provide any refund/credit unless the goods are covered by warranty.

Where an Order is cancelled, the Customer indemnifies Copy Monitoring against any Losses incurred by Copy Monitoring as a result of the cancellation. This includes, but is not limited to, loss of profit from other orders foregone as a result of the scheduling of the Order which is subsequently cancelled.

7. Optional Third Party Tools

7.1. Copy Monitoring may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

7.2. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. Copy Monitoring shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

7.3. Any use by you of optional tools offered through this website is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

8. Invoicing and payment

8.1. Copy Monitoring may in its absolute discretion, issue an invoice to the Customer in any one or more of the following ways:

a) prior to commencing the provision of the Goods or Services, for an amount equal to the Quote and Additional Charges where Copy Monitoring has not previously carried out work for the Customer or where Copy Monitoring chooses to do so;

b) at the end of each week before the Order is completed, Copy Monitoring may issue one or more invoices for a proportion or the whole of the amount of the Quote (the proportion to be calculated at Copy Monitoring’s discretion either for work done to that point, work in the future or both) and require that proportion of the Quote be paid in advance of any further Goods or Services being provided; or

c) upon completion of the provision of the Goods or Services or any time thereafter, for an amount equal to the Quote or the balance of the Quote outstanding, any Additional Charges and any amount not previously invoiced, or if no Quote was provided, for an amount representing Copy Monitoring’s charge for the work performed in completing the Order and for any Additional Charges.

8.2. The amount payable by the Customer will be the amount set out in the invoice. This will be calculated as:

a) the amount for the Goods or Services (or both) as set out in the Quote and any Transaction Charges, or

b) where no Quote has been provided by Copy Monitoring, Copy Monitoring’s usual charges for the goods or services (or both) as described in the Order.

8.3. The Customer must pay an invoice issued by Copy Monitoring to Copy Monitoring within thirty (30) days of a valid tax invoice being issued to the Customer (except where individual agreements supersede this clause).

8.4. If any invoice is due but unpaid, Copy Monitoring may withhold the provision of any further Goods or Services until overdue amounts are paid in full.

8.5. Copy Monitoring may in its complete discretion apply any payment received from the Customer to any amount owing by the Customer to Copy Monitoring.

8.6. The Customer is not entitled to retain any money owing to Copy Monitoring notwithstanding any default or alleged default by Copy Monitoring of these terms of trade, including (but not limited to) the supply of allegedly faulty or defective Goods, provision of Services to an inadequate standard or a delay in the provision of Goods or Services. Nothing in this paragraph affects the Customer’s rights for any alleged failure of a guarantee under the Australian Consumer Law.

8.7. The Customer is to pay Copy Monitoring on demand interest at the rate of 10% per year on all overdue amounts owed by the Customer to Copy Monitoring, calculated daily.

8.8. All costs and expenses associated with collecting overdue amounts, including (but not limited to) legal fees and internal costs and expenses of Copy Monitoring, are to be paid by the Customer as a debt due and payable under these terms of trade.

8.9. The Customer and Copy Monitoring agree to comply with their obligations in relation to Goods and Services Tax (GST) under the A New Tax System (Goods and Services Tax) Act 1999 and any other applicable legislation governing GST.

9. Additional Charges

9.1. The Supplier may require the Customer to pay Additional Charges in respect of Costs incurred by Copy Monitoring as a result of reliance on inadequate or incorrect information or material provided by the Customer or information or material supplied later than required by Copy Monitoring in order for it to provide the Goods or Services within the specified time frame (if any).

9.2. The imposition of Additional Charges may also occur as a result of:

a) cancellation by the Customer of an Order where cancellation results in Loss to Copy Monitoring;

b) storage costs for Goods not collected from Copy Monitoring within [number] weeks of the date on which the Goods are manufactured, fabricated, created or formed;

c) photocopying, courier, packing or handling charges not included in the Quote;

d) Government or council taxes or charges not included in the Quote; or

e) additional work required by the Customer or any other occurrence which causes Copy Monitoring to incur costs in respect of the Customer’s Order additional to the quoted cost.

10. Acceptance of Goods

10.1. If the Customer fails to advise Copy Monitoring in writing of any fault in Goods or failure of Goods to accord with the Customer’s Order within twelve (12) hours of delivery, the Customer is deemed to have accepted the Goods and to have accepted that the Goods are not faulty and accord with the Customer’s Order. Nothing in this paragraph affects the Customer’s rights for any alleged failure of a guarantee under the Australian Consumer Law.

11. Title and risk

11.1. Risk in Goods passes to the Customer immediately upon delivery.

11.2. Property and title in Goods supplied to the Customer under these terms of trade does not pass to the Customer until all money (including money owing in respect of other transactions between Copy Monitoring and the Customer) due and payable to Copy Monitoring by the Customer have been fully paid.

11.3. Where Goods are supplied by Copy Monitoring to the Customer without payment in full, the Customer:

 

a) is a bailee of the Goods until property in them passes to the Customer;

b) irrevocably appoints Copy Monitoring to be its attorney to do all acts and things necessary to ensure the retention of title to goods including the registration of any security interest in favour of Copy Monitoring with respect to the Goods under applicable law;

c) must be able upon demand by Copy Monitoring to separate and identify as belonging to Copy Monitoring Goods supplied by Copy Monitoring from other goods which are held by the Customer;

d) must not allow any person to have or acquire any security interest in the Goods;

e) agrees that Copy Monitoring may repossess the Goods if payment is not made within thirty (30) days (or such longer time as Copy Monitoring may, in its complete discretion, approve in writing) of the supply of the Goods; and

f) the Customer grants an irrevocable licence to Copy Monitoring or its agent to enter the Customer’s premises in order to recover possession of Goods pursuant to this paragraph. The Customer indemnifies Copy Monitoring for any damage to property or personal injury which occurs as a result of Copy Monitoring entering the Customer’s premises.

11.4. Where Goods are supplied by Copy Monitoring to the Customer without payment in full of all moneys payable in respect of the Goods and any Services provided by Copy Monitoring in respect of those Goods, and:

 

a) the Customer makes a new object from the Goods, whether finished or not;

b) the Customer mixes the Goods with other goods; or

c) the Goods become part of other goods (New Goods),

the Customer agrees with Copy Monitoring that the ownership of the New Goods immediately passes to Copy Monitoring. The Customer will hold the New Goods on trust for Copy Monitoring until payment of all sums owing to Copy Monitoring whether under these terms of trade or any other contract have been made. Copy Monitoring may require the Customer to store the New Goods in a manner that clearly shows the ownership of Copy Monitoring.

11.5. For the avoidance of doubt, under paragraph 11.4, the ownership of the New Goods passes to Copy Monitoring at the beginning of the operation or event by which the Goods are converted into, are mixed with or become part of other goods.

11.6. Despite paragraph 11.3, the Customer may transfer, sell or dispose of Goods, including New Goods, to a third party in the ordinary course of business. This is provided that:

a) where the Customer is paid by a third party in respect of Goods including New Goods, the Customer holds the whole of the proceeds of sale, less any GST, on trust for Copy Monitoring in a separate account, until all amounts owned by the Customer to Copy Monitoring have been paid; or

b) where the Customer is not paid by a third party, the Customer agrees to assign all of its rights against the third party to Copy Monitoring upon Copy Monitoring giving the Customer notice in writing to that effect and for the purpose of giving effect to that assignment the Customer irrevocably appoints Copy Monitoring as its attorney.

11.7. Where Goods are supplied by Copy Monitoring to the Customer without payment in full of all moneys payable in respect of the Goods and any Services provided by Copy Monitoring in respect of those Goods, the Customer acknowledges that Copy Monitoring has a right to register and perfect a personal property security interest.

11.8. If:

a) a PPS Law applies or commences to apply to these Terms of Trade or any transaction contemplated by them, or Copy Monitoring determines (based on legal advice) that this is the case; and

b) in Copy Monitoring’s opinion, the PPS Law:

i. does or will adversely affect Copy Monitoring’s security position or obligations; or

ii. enables or would enable Copy Monitoring’s security position to be improved without adversely affecting the Customer,

Copy Monitoring may give notice to the Customer requiring the Customer to do anything (including amending these Terms of Trade) that in Copy Monitoring’s opinion is necessary, to the maximum possible extent, to overcome the circumstances contemplated in paragraph 9.8(b)(i) or improve the security position as contemplated in paragraph 9.8(b)(ii). The Customer must comply with the requirements of that notice within the time specified in the notice. If having completed everything reasonably practicable as required under this paragraph, in Copy Monitoring’s opinion Copy Monitoring’s security position or obligations under or in connection with these Terms of Trade have been or will be materially adversely affected, Copy Monitoring may by further notice to the Customer cancel these Terms of Trade. If this occurs, the Customer must pay to Copy Monitoring any money owed to Copy Monitoring by the Customer immediately.

12. Agency and assignment

12.1. The Customer agrees that Copy Monitoring may at any time appoint or engage an agent to perform an obligation of Copy Monitoring arising out of or pursuant to these terms of trade.

12.2. Copy Monitoring has the right to assign and transfer to any person all or any of its title, estate, interest, benefit, rights, duties and obligations arising in, under or from these terms of trade provided that the assignee agrees to assume any duties and obligations of Copy Monitoring owed to the Customer under these terms of trade.

12.3. The Customer is not to assign, or purport to assign, any of its obligations or rights under these terms of trade without the prior written consent of Copy Monitoring.

13. Default by Customer

13.1. Each of the following occurrences constitutes an event of default:

a) the Customer breaches or is alleged to have breached these terms of trade for any reason (including, but not limited to, defaulting on any payment due under these terms of trade) and fails to remedy that breach within fourteen (14) days of being given notice by Copy Monitoring to do so;

b) the Customer, being a natural person, commits an act of bankruptcy;

c) the Customer, being a corporation, is subject to

i. a petition being presented, an order being made or a meeting being called to consider a resolution for the Customer to be wound up, deregistered or dissolved;

ii. a receiver, receiver and manager or an administrator under Part 5.3A of the Corporations Act 2001 being appointed to all or any part of the Customer’s property and undertaking;

iii. the entering of a scheme of arrangement (other than for the purpose of restructuring); and

iv. any assignment for the benefit of creditors;

d) the Customer purports to assign its rights under these terms of trade without Copy Monitoring’s prior written consent; or

e) the Customer ceases or threatens to cease conduct of its business in the normal manner.

13.2. Where an event of default occurs, except where payment in full has been received by Copy Monitoring, Copy Monitoring may:

a) terminate these Terms of Trade;

b) terminate any or all Orders and credit arrangements (if any) with the Customer;

c) refuse to deliver Goods or provide further Services;

d) pursuant to clause 11.3, repossess and re-sell any Goods delivered to the Customer, the payment for which has not been received; or

e) retain (where applicable) all money paid by the Customer on account of Goods or Services or otherwise.

13.3. In addition to any action permitted to be taken by Copy Monitoring under paragraph 13.2, on the occurrence of an event of default all invoices will become immediately due and payable.

14. Exclusions and limitation of liability

14.1. The Customer expressly agrees that use of the Goods and Services is at the Customer’s risk. To the full extent allowed by law, Copy Monitoring’s liability for breach of any term implied into these Terms of Trade by any law is excluded.

All information, specifications and samples provided by Copy Monitoring in relation to the Goods or Services are approximations only and, subject to any guarantees under the Australian Consumer Law, small deviations or slight variations from them which do not substantially affect the Customer’s use of the Goods or Services will not entitle the Customer to reject the Goods upon delivery, or to make any claim in respect of them.

14.2. If Goods and Services are damaged or not of acceptable quality, the Customer will have legal rights and remedies in Australia under the Competition and Consumer Act 2010 (Cth) and other rights under other consumer laws applying to each Australian State and Territory. However, if the Goods and Services are assessed by Copy Monitoring to have been damaged by misuse or accident or where the Customer’s rights under the Australian Consumer Law or any manufacturer’s warranty do not apply, the Customer may be required to pay labour, assessment and/or freight fees. Copy Monitoring may provide Customer with an indicative fee although fees may vary due to reasons beyond Copy Monitoring’s control.

14.3. Any advice, recommendation, information, assistance or service given by Copy Monitoring in relation to Goods or Services or both, is given in good faith at the time it is given. It is provided without any warranty to its accuracy, appropriateness or reliability. Copy Monitoring does not accept any liability or responsibility for any loss suffered as a result of the Customer’s reliance on such advice, recommendation, information, assistance or service.

14.4. To the fullest extent permissible at law, Copy Monitoring is not liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the provision of or failure to provide Goods or Services, or otherwise arising out of the provision of Goods or the Services, whether based on terms of trade, negligence, strict liability or otherwise, even if Copy Monitoring has been advised of the possibility of damages.

14.5. The Customer acknowledges that the Goods or Services are not for personal, domestic or household purposes.

14.6. The Australian Consumer Law may give to the Customer certain guarantees. Where liability for breach of any such guarantee can be limited, Copy Monitoring’s liability (if any) arising from any breach of those guarantees is limited with respect to the supply of Goods, to the replacement or repair of the Goods or the costs of resupply or replacement of the Goods or with respect to Services to the supply of Services again or cost of re-supplying the Services again.

15. Indemnity

15.1. The Customer indemnifies and keeps indemnified Copy Monitoring, its servants and agents in respect of any claim or demand made or action commenced by any person (including, but not limited to, the Customer) against Copy Monitoring or, for which Copy Monitoring is liable, in connection with any Loss arising from or incidental to the provision of Goods or Services, any Order or the subject matter of these terms of trade including.

15.2. This includes, but is not limited to, any legal costs incurred by Copy Monitoring in relation to meeting any claim or demand or any party/party legal casts for which Copy Monitoring is liable in connection with any such claim or demand.

15.3. This provision remains in force after the termination of these terms of trade.

16. Force majeure

16.1. If circumstances beyond Copy Monitoring’s control prevent or hinder its provision of the Goods or Services, Copy Monitoring is free from any obligation to provide the Goods or Services while those circumstances continue. Copy Monitoring may elect to terminate this agreement or keep the agreement on foot until such circumstances have ceased.

16.2. Circumstances beyond Copy Monitoring’s control include, but are not limited to, unavailability of materials or components, strikes, lockouts, riots, natural disasters, fire, war, acts of God, Government decrees, proclamations or orders, transport difficulties and failures or malfunctions of computers or other information technology systems.

17. Dispute resolution

17.1. If a dispute arises between the Customer and Copy Monitoring, the following procedure applies:

a) A party may give another party a notice of the dispute and the dispute must be dealt with in accordance with the procedure set out in this clause.

b) A party must not commence legal proceedings (except proceedings seeking interlocutory relief) in respect of a dispute unless the dispute has been referred for resolution in accordance with this paragraph.

c) A party must not oppose any application for a stay of any legal proceedings that may be issued in respect of a dispute pending the completion or termination of the procedure set out in this paragraph.

17.2. If a dispute is notified, the dispute must immediately be referred to the parties’ respective senior management. Those representatives must endeavour to resolve the dispute as soon as possible and in any event within thirty (30) Business Days (or other period as agreed).

17.3. Unless otherwise agreed by the parties, any dispute that cannot be settled by negotiation between the parties or their representatives, the parties expressly agree to endeavour to settle the dispute by mediation administered by the Australian Commercial Disputes Centre (ACDC) before having recourse to arbitration or litigation. The mediation must be conducted in accordance with the ACDC Guidelines for Commercial Mediation which operate at the time the matter is referred to ACDC. The Guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved. The terms of the Guidelines are incorporated into these terms of trade. This paragraph survives termination of these terms of trade.

17.4. Notwithstanding the existence of a dispute (including the referral of the dispute to mediation), each party must continue to perform its obligations under these terms of trade.

17.5. The parties must hold confidential, unless otherwise required by law or at the direction of a court of competent jurisdiction, all information relating to the subject matter of the dispute that is disclosed during or for the purposes of dispute resolution. The parties acknowledge that the purpose of any exchange of information or documents or the making of any offer of settlement pursuant to this procedure is to attempt to settle the dispute between the parties. No party may use any information or documents obtained through the dispute resolution process for any purpose other than an attempt to settle the dispute between the parties.

18. General

18.1. These Terms of Trade will be construed in accordance with the laws of the State of New South Wales, Australia, and the parties submit to the non- exclusive jurisdiction of the courts of that state.

18.2. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Trade.

18.3. The failure of either party to insist upon strict performance of any of the provisions of the Terms of Trade will not be deemed a waiver of any breach or default. Each of the parties represent it has the authority to enter into and sign these Terms of Trade. Any notice given to either party will be in writing and effective by transmission via facsimile and regular mail to the address indicated in the Credit Application or as advised in writing by the party.

18.4. Copy Monitoring will be entitled to receive all collection costs, including solicitors fees and costs, incurred as a result of the enforcement of any provision of hereof or collection of any sum due by from Customer.

18.5. In any provision of these Terms of Trade are unenforceable as a matter of law, all other provisions will remain in effect. Either party may sign these Terms of Trade. Copy Monitoring will not be liable for any delay or failure in performance whatsoever due to acts of God, earthquakes, shortage of supplies, transportation difficulties, labour disputes, riots, war, fire, epidemics and similar occurrences.

18.6. These Terms of Trade constitute the entire agreement between the parties as to the Sale of Products and supercede all prior or current written or oral statements, representations, negotiations, agreements and understandings to the extent that prior or current agreements modify or are inconsistent herewith.

18.7. Prior or current agreements that do not modify and are consistent with these Terms of Trade are made a part hereof.

18.8. The Terms of Trade may be amended or modified only in writing, signed by both parties.

19. Definitions

19.1. In these Terms of Trade, unless the context otherwise requires, the following terms have the following meanings:

Additional Charge means:

a) fees or charges for additional work performed at the Customer’s request or reasonably required as a result of the Customer’s conduct, calculated in accordance with the Copy Monitoring’s then current prices; and

b) expenses incurred by the Copy Monitoring, at the Customer’s request or reasonably required as a result of the Customer’s conduct.

Business Day means a day that is not a Saturday, Sunday or public holiday in the place where the Services are principally being carried out or the Goods provided.

Copy Monitoring means Copy Monitoring Australia Pty Ltd (ABN 19 158 145 450) being the entity specified as the supplier of Goods or Services on the Quote and includes Copy Monitoring’s agents and permitted assigns.

Customer means the person identified on a Quote or Order as the customer and includes the Customer’s agents and permitted assigns.

Goods means any goods supplied by Copy Monitoring including those supplied in the course of providing Services.

GST means the tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth of Australia) and related tax imposition Acts of the Commonwealth of Australia.

Loss includes, but is not limited to, costs (including party to party legal costs and the Copy Monitoring’s legal costs), expenses, lost profits, award of damages, personal injury and property damage.

Order means a purchase order for Goods or Services placed by a Customer in response to a Quote and as varied in writing from time to time by the parties.

Payment means payment by Credit Card (Visa and Mastercard only), by Cheque or Wire Transfer.

PPS Law means:

a) the Personal Property Security Act 2009 (Cth) (PPS Act) and any regulation made at any time under the PPS Act (each as amended from time to time); and

b) any amendment made at any time to any other legislation as a consequence of a PPS Law.

Quote means a written description of the Goods or Services to be provided, an estimate of Copy Monitoring’s charges for the performance of the required work and an estimate of the time frame for the performance of the work.

Services means the services to be provided by Copy Monitoring to the Customer in accordance with a Quote and these terms of trade.

Taxes means any taxes, duties, excises, tariffs or other Government charges