1) Interpretation
a) 'Contract' means any contract pursuant to which Products and/or Services are supplied or to be supplied by THC to the Customer and computer software incorporated therein is licensed or to be licensed by THC for use by the Customer.
b) 'Customer' means the person or company to whom Products and/or Services are supplied and includes that company's successors and permitted assigns.
c) 'THC' means Technology Help Centre Pty Ltd, the supplier of Products and/or Services to the Customer, and includes Technology Help Centre's successors or assigns.
d) 'Products and/or Services' means the products and/or services supplied by THC to the Customer pursuant to a Contract and specified on the invoice dispatched by THC to the Customer.

2) Operation
a) Any Contract between the Customer and THC shall be upon these terms and conditions and this Contract shall prevail over any prior arrangements or agreements, written or oral.
b) The continued operation of these terms and conditions shall not be affected by any repudiation of any contract or transaction relating to the Products and/or Services between THC and the Customer.

3) Terms of Payment
a) Unless the Customer is an approved account Customer, payment must be made prior to dispatch of Products and/or Services, either in cash or by bank cheque, or on approval, by company cheque, direct deposit or accepted credit card. Subject to special arrangements, payment must be made by approved account Customer within agreed terms.
b) Should the Customer elect to purchase the Products through lease, the Customer is required to notify THC in writing and a copy of the approved finance letter must be sent to THC prior to the dispatch of Products.
c) All payment shall be made on or before the due date as a condition precedent to future supplies under the contract pursuant to which the payments are due or under any other Contract.
d) THC reserves the right to charge interest calculated at 2% per annum above the rate at the time being charged by the bankers of THC on overdrafts exceeding $100,000 on the balance of the Price due by the Customer but unpaid from the due date until payment is received in full by THC.
e) THC may at any time and from time to time alter the terms of payment and such altered terms of payment shall apply in respect of all transactions taking place after notification of such alterations.

4) Goods and Services Tax (GST)
THC is registered for the GST system. All quoted prices show the THC sell price, a Goods and Services Tax of 10% and/or a combined total which defines the invoice price payable. THC agrees to issue tax invoices in accordance with relevant legislation or regulations that apply to the GST from time to time.

5) Delivery
a) In consideration of the payment by the Customer, in addition to the price, of THC's freight, handling and insurance charge calculated according to THC current prices, THC will arrange delivery of Products to the Customer's nominated location within major metropolitan areas of Australian capital cities.
b) Delivery times quoted by THC are estimates only and THC may extend delivery times.
c) THC may make part delivery of any Products and/or Services ordered by the Customer and any Products and/or Services so delivered shall constitute a separate contract upon these terms and conditions. As such, an invoice on any Products and/or Services part delivered is due in accordance with the agreed terms of payment.
d) Delivery of Products is deemed to take place: at the time the Customer or a carrier, whether engaged by THC or the Customer, takes possession of the Products; or within 7 days of notification by THC to the Customer that the Products are available, whichever first occurs.
e) Delivery of Services is deemed to take place on completion of the provision of the Services to the Customer by THC.

6) Cancellation or Variation
An order may be cancelled or varied by the Customer only if such cancellation or variation is accepted by THC in writing and any such cancellation or variation shall only occur on terms which will provide for THC to be compensated by the Customer against any costs or loss (including but not limited to loss of profit) incurred.

7) Title and Licence
a) Prior to full payment of the Price and all other sums owing by the Customer to THC in relation to any Products, the Customer shall have no right to sell or dispose of any or all of the Products.
b) Until payment for the Products has been made by the Customer the Products are only entrusted to the Customer as a fiduciary and THC remains the legal and beneficial owner of the Products with full power to resell and regain possession in the event of the Customer's default of payment.
c) The Customer acknowledges and agrees that all rights in all copyright, designs, patents and trade marks existing in relation to the Products or Services are reserved to the owner of those rights.
d) The Customer licenses computer software incorporated within any Products or sold to the Customer for the customer's use only.
e) The Customer shall ensure that each part and copy of the computer software licensed for the use of the Customer is kept under conditions of strict security and confidentiality.

8) Risk and Insurance
a) The Customer assumes risk of loss or damage upon delivery of the Products to the Customer or collection of the Products by the Customer or by any agent acting on their behalf.
b) THC will insure Products against such risks that THC considers appropriate for the transport of the products from THC place of business to that of the Customer.

9) Returns
a) Products may be returned provided the Customer obtains from THC a Return Authorisation (RA) Number in advance of returning the Products.
b) Products must be returned complete with all original packaging unmarked within 14 days of supply. Freight is to be paid by the Customer and THC accepts no responsibility in respect of returned Products lost or damaged in transit.

10) Warranty
THC agrees that all warranties as are applicable from time to time will be passed unaltered from the manufacturer of the Products to the Customer. THC does not warrant any Products of its own accord and all remedies, repairs or replacement for any Products will be at the ultimate discretion of the manufacturer.

11) Limitation of Liability
a) THC shall not be responsible for any misinformation provided to it by the Customer or any third party.
b) THC liability for any loss or damages attributable to the provision of its services ("Loss or Damage"), at its option, to the delivery of the relevant services again or payment for the relevant services to be provided again.
c) In particular, THC shall not be liable for any direct or consequential Loss or Damage including without limitation, direct or indirect damages for personal injury, loss of business profit, business interruption, loss of business information or any other pecuniary loss arising out of the use of the recommendations and solutions provided under this agreement.
d) Further, the Customer agrees that it may only take action against THC for Loss or Damage, such that if any of: THC employees, directors, sub-contractors and agents; it's sub-contractors' and agents' employees, directors, sub-contractors and agents; and so on down the line, would be liable as well as THC for any Loss or Damage, action will not be taken by the Customer against such person or entity.
e) The Customer shall indemnify THC and hold THC harmless from and against any and all third party claims which may be asserted against or suffered or incurred by THC that arise during the course of this contract unless such claims result from acts of THC which constitute serious and wilful misconduct by THC or are outside THC's ordinary performance of this contract.
f) For the purpose of the indemnity above, THC includes: Technology Help Centre Pty Ltd; it's employees, directors, sub-contractors and agents; and so on down the line.

12) Confidentiality
a) THC, it's agents, or subcontractors shall not divulge confidential Customer information associated with any Services provided to any third party, without the Customer's consent. However, THC shall bear no responsibility for disclosure where such information or data is publicly available, is already in the possession of THC, known to THC, or is obtained by THC from a third party.
b) This document should not be distributed to any organisation without the prior written consent of THC.

13) General Provisions
a) The laws of the State of New South Wales shall govern this Contract.
b) This Contract is the entire agreement between the Customer & THC and no representation or statement not expressly contained in this contract or incorporated herein by reference, shall be binding on either party.