Terms and Conditions

 

  1. Introduction
    • The Client requires Skope IT to provide certain Services and/or Products as requested by the Client.
    • Skope IT has agreed to provide the Services and/or the Products in all respects upon the terms and conditions outlined below.
    • The Client has accepted the Quotation which forms part of this Agreement.
  2. Obligations of the Parties
    • Skope IT will:
      • supply the Service and/or the Product in accordance with this Agreement;
      • exercise reasonable skill, due care and attention in providing the Service and/or the Product to the Client in accordance with this Agreement;
      • transfer any third party manufacturer’s warranty applying to the Product to the Client in accordance with the terms of the manufacturer and/or supplier; and
      • comply with all relevant Australian state and federal legislation, regulations, policies and/or other legislative instruments in relation to the supply.
    • The Client will:
      • respond to any reasonable request from Skope IT to provide assistance and/or Information within the timeframe allocated by Skope IT to allow Skope IT to affect any of its obligations under or in connection with this Agreement;
      • provide accurate and truthful information in order to allow Skope IT to affect its obligations under or in connection this Agreement;
      • provide to Skope IT updated Information as and when necessary to allow Skope IT to affect its obligations under or in connection with this Agreement;
      • read and abide by all instructions, notices and warnings provided by Skope IT and/or third parties before and whilst using the Service and/or the Product; and
      • ensure that it has full legal authority in relation to any third party contracts in connection with the Service and/or the Product.
    • The Client expressly acknowledges that they have read and accept any agreement or terms of service or use of any third party engaged or used to supply the Service and/or the Product.
    • Skope IT does not warrant the timing of supply of the Service and/or the Product and the parties agree and understand that the Service and/or the Product supplied may require input from third parties to achieve the desired outcome.
  3. Consideration
    • Skope IT’s Total Fees
      • In consideration of the provision of the Service and/or the Product the Client will pay to Skope IT the Total Fees upon an invoice being rendered by Skope IT.
      • The Client agrees to pay the Product Deposit (if any) to Skope IT in accordance with the Quotation.
      • The Total Fees may not include disbursements incurred by Skope IT in the provision of the Service and/or the Product. The Client agrees to reimburse Skope IT for reasonably incurred expenses and disbursements including travel expenses upon receipt of such claim from Skope IT.
      • In the event that the Client does not pay to Skope IT the Total Fees in accordance with clause 3.1 of this Agreement, or breaches any term of this Agreement, then Skope IT reserves the right to suspend and/or cease supplying the Service and/or the Product to the Client in accordance with the terms of this Agreement until such time as the breach is wholly rectified by the Client.
      • In the event that the Client does not pay to Skope IT the Total Fees in accordance with clause 3.1 of this Agreement, Skope IT reserves the right to charge interest at the rate of ten percent (10%) per annum once any invoice rendered by Skope IT remains unpaid for thirty (30) days from the date that the invoice is rendered.
    • GST
      • The Total Fees do not include GST.
      • In addition to any consideration due under this Agreement, the Client will pay to Skope IT an amount equal to any GST which Skope IT is or becomes liable to pay for any supply made under or in connection with this Agreement.
      • Any amount payable under clause 3.2.2 will be paid at the same time as payment for the supply giving rise to the obligation to pay GST, or if no amount is payable for the supply, or if a valid Tax Invoice has not been given to the other party prior to that time, within seven (7) days of the issue of a valid Tax Invoice by Skope IT to the Client.
      • In this clause, “GST” and “Tax Invoice” have the meaning set out in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
    • Taxation
      • The Client will be responsible for and will pay or reimburse Skope IT for and indemnify Skope IT against all taxes, charges, fees and other expenses of whatever kind (including any fine or penalty imposed in connection with the Service and/or the Product) levied, assessed, charged or collected in connection with this Agreement (including payments made under this Agreement) or the Service performed and/or the Product supplied.
      • The Client will remain responsible for compliance with all applicable statutory requirements in relation to the Client and the Client’s Personnel including, superannuation, workers’ compensation, PAYG tax, payroll tax, affirmative action, privacy, confidentiality, occupational health and safety and relevant industrial relations laws.
  1. Immediate Termination
    • Either party may terminate this Agreement immediately by notice in writing to the other party in its absolute discretion should:-
      • there be a material breach of any of its obligations or warranties under this Agreement which is not remediable or if capable of remedy, where the other party fails to remedy within fourteen (14) days of written notice;
      • a material change in the Client’s business or ownership arises; or
      • the other party commits an act of bankruptcy, is declared insolvent and/or is subject to external administration.
    • In the event that Skope IT terminates this Agreement in accordance with clause 4.1, the Client will pay to Skope IT the remainder of the Total Fees that would have been payable in accordance with clause 3 of this Agreement had this Agreement not been terminated by virtue of this clause 4.
    • In the event that the Client terminates this Agreement in accordance with clause 4.1, then Skope IT will pay to the Client any Product Deposit paid to Skope IT if the Product has not yet been delivered to the Client.
    • Any termination of this Agreement is without prejudice to any rights or remedies the terminating party may have against the other which may have arisen prior to the date of termination.
  2. Termination of Services
    • Subject to clause 4 of this Agreement, either party may terminate the Service prior to the Service being provided by giving no less than twenty-four (24) hours’ notice to the other party in accordance with clause 25 of this Agreement. Skope IT will refund any monies paid prior to notice being provided by the Client to Skope IT.
    • In the event that the Service is terminated by the Client within twenty four (24) hours prior to the Service being provided, then the Client will be liable to pay to Skope IT twenty percent (20%) of the Fee for Services as specified in the Quotation.
    • In the event that the Service is terminated by the Client after the commencement of the provision of the Service, then the Client will be liable to pay to Skope IT the Fee for Services in addition to any GST payable in accordance with clause 3.2 and any disbursements payable in accordance with clause 3.1.3 of this Agreement.
    • In the event that the Service is terminated by the Client in accordance with clause 5.3, the Client acknowledges that Skope IT may as soon as practicable, cease supplying the Service to the Client at Skope IT’s sole discretion unless otherwise required by law.
  3. Return of a Product
    • Subject to the Australian Consumer Law and clause 14 of this Agreement, the Client may elect to return the Product for any reason and will receive a refund of the Fee for Products, any Product Deposit paid and any GST paid minus a fifteen percent (15%) re-stocking fee (exclusive of GST) providing the following conditions are met:
      • the Client provides evidence that the Product has been despatched to Skope IT within fourteen (14) days of delivery of the Product to the Client;
      • the Product is in original condition, unopened, unused, unaltered and in a saleable condition;
      • the Product must be returned complete with any original packaging, tags, labels, software and documents; and
      • the Client is responsible for organising the transportation of the Product back to Skope IT’s nominated address and any cost associated with transportation.
    • Subject to the Australian Consumer Law, the Client will not be refunded the Delivery Fee.
    • Any Fee for Products, Product Deposit and GST if applicable refunded to the Client will be credited to the Client using the Client’s original method of payment. Any merchant or transaction fee levied by any third party will not be refunded to the Client.
    • In the event that the conditions listed in clause 6.1 are not met and the Client has returned the Product to Skope IT, then the Product will be transported back to the Client’s nominated Delivery Address, the Client will be responsible for any cost associated with transporting the Product back to the Client and the Client will not be refunded the Fee for Products, Delivery Fee, Product Deposit and/or any GST paid to Skope IT .
    • In order to return the Product to Skope IT the Client must:
      • contact Skope IT in accordance with clause 25;
      • organise the transportation of the Product to a location advised by Skope IT; and
      • comply with any other reasonable request or instructions provided by Skope IT to the Client.
  1. Cancellation of a Product order
    • Subject to the Australian Consumer Law and clause 14 of this Agreement, the Client may elect to cancel a Product order for any reason prior to being despatched to the Client and will receive a refund of the Fee for Products and any GST paid in relation to the Fee for Products.
      • In the event that a Product order is cancelled in accordance with clause 7.1 of this Agreement, Skope IT will retain the Product Deposit paid to Skope IT.
    • Any Fee for Products and GST if applicable refunded to the Client will be credited to the Client using the Client’s original method of payment. Any merchant or transaction fee levied by any third party will not be refunded to the Client.
    • In order to cancel the Product order the Client must:
      • contact Skope IT in accordance with clause 25 prior to the Product being despatched to the Client; and
      • comply with any other reasonable request or instructions provided by Skope IT to the Client.
  1. Consequences of Termination
    • Subject to clauses 4, 5, 6 and 7 of this Agreement, if this Agreement is terminated or expires for any reason, then, in addition and without prejudice to any other rights or remedies available:
      • the parties are immediately released from their obligations under this Agreement except those obligations listed in clauses 3, 12, 13, 16 and any other obligations that, by their nature, survive termination;
      • each party retains the claims it has against the other; and
      • the Client must immediately pay any outstanding Total Fees to Skope IT.
  1. Delivery of the Product
    • The Client must pay the Delivery Fee in addition to the Fee for Products and any GST.
    • Methods of delivery will be as advised by Skope IT at the time of ordering the Product.
    • Skope IT accepts no Liability for any damage or Loss to the Product during transit.
    • The Client acknowledges and agrees that any person at the Delivery Address who receives the Product is authorised by the Client to receive the Product and, where relevant, make payment for the Product.
    • In accordance with clause 10, Skope IT does not accept any Liability for the Product once it has been delivered to the C
  2. Risk title and insurance
    • Risk in the Product passes to the Client by reason of and at the time of delivery of the Product to the Client at the Delivery Address.
    • Title to the Product passes to the Client once the following has been carried out:
      • payment in full of the Total Fees or any amount specified in an invoice rendered by Skope IT is received and is accessible by Skope IT; and
      • the Product has been received by the Client at the Delivery Address or as otherwise in accordance with clause 9.4 of this Agreement.
  1. Personal Property Securities Act 2009 (Cth) (‘PPSA’)
    • The Client acknowledges that until such time as full title, property and ownership of the Product passes to the Client under clause 10, this Agreement constitutes a Security Agreement for the purposes of the PPSA, and Skope IT has a security interest in the Product.

 

  • The Client agrees to do such things as Skope IT may require from time to time to ensure that any Security Interest of Skope IT arising from or connected with this Agreement is Perfected under the PPSA for whatever period Skope IT determines in its sole discretion, including signing documents and providing Skope IT with all further Information required to enable Skope IT to register its Security Interests on the PPSR, and to otherwise protect Skope IT’s position under the PPSA. The Client must keep Skope IT fully informed of all relevant Information regarding it and its activities, including by providing no less than 14 days notice in writing of any proposed change in its name or contact details, and immediately advising Skope IT of all material changes to its business activities.
  • The Client agrees to indemnify Skope IT for all expenses incurred by Skope IT in registering its Security Interests on the PPSR, and will reimburse Skope IT for all such expenses immediately upon demand.
  • The Client waives its rights under section 157 of the PPSA to receive a notice in relation to the registration events to which section 157(3)(a) of the PPSA applies, including without limitation, the right to receive a copy of a verification statement confirming registration of a financing statement or financing change statement relating to the Security Interest created by this Agreement.
  • The Client agrees that nothing in sections 118, 121(4), 125, 130, 142 or 143 of the PPSA will apply to this Agreement or any Security Interest in the Product created by this Agreement, and waives its right to receive any of the following documents:
    • a notice of removal of an accession under section 95 of the PPSA;
    • a notice of intention to seize collateral under section 123 of the PPSA;
    • a notice of a disposal of collateral under section 130 of the PPSA;
    • a statement of account under section 132(3)(d) of the PPSA;
    • a statement of account under section 132(4) of the PPSA;
    • a notice of retention of collateral under section 135 of the PPSA; and
    • any notice from Skope IT under each of the provisions listed in section 144 of the PPSA.
  1. Intellectual Property
    • Nothing in this Agreement affects the ownership of Background Intellectual Property or Third Party Intellectual Property.
    • All Foreground Intellectual Property in any document, matter or thing created, prepared or written under or in connection with this Agreement will vest in Skope IT.
    • The Client agrees to execute or procure the execution of any document or do or procure the doing of anything requested by Skope IT in order to give effect to this clause 12.
    • All documents and/or any works prepared by Skope IT in the course of providing the Service and/or the Product will remain the property of Skope IT.
    • Skope IT warrants that in providing the Service and/or the Product, it does not, and will not infringe the Intellectual Property Rights of any third party, person or Skope IT’s Personnel, and/or any Moral Rights of any person, including Skope IT’s Personnel.
    • Skope IT grants to the Client a perpetual, irrevocable, worldwide, nonexclusive, royalty free licence in respect of the Background Intellectual Property embodied in or attached to the Service and/or the Product or is otherwise necessarily related to the functioning or operation of the Service and/or the Product, for the Client and its associated entities for business purposes.
    • Skope IT accepts no Liability whatsoever for any Loss or damage suffered by the Client arising out of any licence for a Product and/or Service granted by a third party and forever indemnifies Skope IT for any Loss or damage it suffers, directly or indirectly, in connection with the Client’s Loss or damage.
    • Skope IT will use its best endeavours to ensure that the Client is granted a licence under similar terms as 12.6, to exercise all Third Party Intellectual Property (if any) embodied in or attached to the Service and/or the Product or is otherwise necessarily related to the functioning or operation of the Service and/or the Product, for the Client and its associated entities for business purposes.
    • For the avoidance of doubt, the licences granted in clauses 12.6 and 12.8 will not include a licence for the Client to commercialise the Intellectual Property.
    • The Client authorises and agrees for Skope IT to display any Services provided under this Agreement, in its portfolio, in both hard and electronic versions.
  2. Confidential Information
    • Confidentiality

The Receiving Party agrees to hold in confidence and not use, publish, divulge or communicate to any person Confidential Information provided by the Disclosing Party.

 

  • Disclosure to External Parties
    • The Receiving Party will not disclose the Confidential Information to any third parties without the prior written consent of the Disclosing Party. Such consent not to be unreasonably withheld.
    • Where any government authority requires the Receiving Party to disclose Confidential Information and a failure to disclose such Confidential Information will constitute a breach of the law, the Receiving Party may disclose the relevant Confidential Information, provided that:
      • only the minimum Confidential Information necessary to comply with the law is disclosed;
      • all reasonable endeavours are used to preserve the confidentiality of the Confidential Information; and
      • all reasonable endeavours are used to ensure that the government authority concerned maintains the confidentiality of the Confidential
    • Use

The Receiving Party must not use any of the Confidential Information provided by the Disclosing Party for any purpose other than the provision of the Service and/or the Product.

  • Third Parties
    • Further to clause 13.2.1, the Receiving Party will take all reasonable steps to minimise the risk of disclosure of Confidential Information, by ensuring that only those of the Receiving Party’s Personnel whose duties require them to possess any of such Confidential Information will have access thereto, and that they will be instructed to treat the same as confidential.
    • If requested by the Disclosing Party, the Receiving Party will notify the Disclosing Party in writing of the name and address and position of all the persons under paragraph 13.4.1 to whom the Receiving Party proposes to disclose or give or allow access to the Confidential
    • The Receiving Party will ensure proper and secure storage for all Confidential Information received from the Disclosing Party.
  • Expiry and Return of Confidential Information

Following expiry or earlier termination of this Agreement the Receiving Party must return the Confidential Information to the Disclosing Party promptly on the written request of the Disclosing Party that the Confidential Information be returned.

  • Ongoing Obligations

The Receiving Party acknowledges that the undertakings contained in this Agreement will continue after the expiry or termination of this Agreement but will not apply to:

  • Confidential Information which is in the public domain at the time of disclosure otherwise than as a result of a breach of the terms of this Agreement and any Confidential Information that becomes generally and publicly available after disclosure as aforesaid otherwise than as a result of a breach of the terms of this Agreement; or
  • Confidential Information that the Receiving Party can prove was legitimately known to it at the time of disclosure by the Disclosing Party.
  1. Limitation of Liability
    • Except as provided in this Agreement, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the Service and/or the Product for any purpose or as to design, assembly, installation, Material or workmanship or otherwise are expressly excluded to the extent permitted by law. Without limitation, Skope IT will not be liable under any circumstances for:
      • any accidental, special, indirect or consequential Loss, that is, Loss beyond a normal measure of Loss;
      • any Loss of profits, anticipate or otherwise;
      • any Loss in revenue, gain or benefit;
      • any Loss of business opportunity;
      • any Loss arising from failure of the Service and/or the Product;
      • any Loss and/or damage, direct or indirect, to Equipment or data, and the like, arising from the provision of the Service and/or the Product;
      • any structural damage arising from the provision of the Service and/or the Product;
      • any damage to business goodwill arising from the provision of the Service and/or the Product;
      • any interruption to the Client’s business; or
      • any unsatisfactory result produced by the Service and/or the Product

suffered or experienced by the Client or any third party.

  • The warranties provided in clause 14.1 will not apply to the Product and/or the Service if it has been subject to:
    • improper or incorrect usage by the Client or any other person;
    • misuse, abuse, neglect or accident;
    • alteration, improper alteration, or reinstallation by the Client or any other person;
    • non-observance with instructions for use;
    • repair, modification by anyone other than someone approved by Skope IT in writing; or
    • lightning, flood, fire accidental breakage or other events outside of Skope IT’s control.
  • The parties acknowledge and agree that if a court of competent jurisdiction determines that the Liability exclusions described in clauses 14.1.1 to 14.1.10 (inclusive) are invalid for any reason, that Skope IT’s total Liability for the circumstances described in clauses 14.1.1 to 14.1.10 (inclusive) will not exceed the Total Fees.
  • Skope IT will not be liable to the Client for any Loss or damage of any kind sustained by the Client as a consequence of a breach of Skope IT’s obligations under this Agreement unless any Loss is caused by the gross negligence or wilful misconduct of Skope IT.
  • Skope IT’s goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
    • to cancel your service contract with us; and
    • to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable Loss or damage from a failure in the goods or service.

  1. Insurance
    • Public Liability Insurance
      • Skope IT and the Client if they carry on a business, commercial venture or not for profit venture, must have and keep during the Term a public liability insurance policy in the amount of $20M from a reputable insurance provider to cover all Liability to third parties for personal injury, death, property damage and economic Loss arising out of and/or in connection with the carrying out of any of the respective party’s obligations under this Agreement.
    • Professional Indemnity Insurance
      • Skope IT must have and keep during the Term a professional indemnity insurance policy from a reputable insurance provider in an amount sufficient to cover all Liability arising out of the carrying out of any of the Skope IT’s obligations under this Agreement.
    • Workers Compensation Insurance
      • Skope IT must have and keep during the Term an appropriate workers compensation insurance policy from a reputable insurance provider in an amount sufficient to cover all Liability arising out of the carrying out of any of Skope IT’s obligations under this Agreement.
    • Certificates of Insurance
      • Upon request during the Term of this Agreement, the parties will supply certificates of currency and receipts for premiums paid as well as such other proof of compliance with the provisions of this clause 15 to the requesting party.

 

  1. Indemnities and Release
    • Client’s Indemnities
      • The Client must indemnify and keep Skope IT indemnified from and against all Liabilities suffered or incurred by Skope IT in respect of any:
        • Loss of or damage to any real or personal property; or
        • personal injury or death,

that arises out of or as a consequence of the performance or non-performance of this Agreement by the Client or its Personnel, except to the extent that such Liability is attributable to the gross negligence or wilful misconduct of Skope IT or its Personnel (other than the Client).

 

  • The Client must indemnify and keep Skope IT indemnified from and against all Liabilities arising out of or in connection with:
    • any act or omission of the Client which gives rise to a Liability of Skope IT to a third party;
    • any act or omission of any Personnel of the Client which occurs while such a person is acting or purporting to act in such capacity, or otherwise in connection with such person’s employment, agency, contract or subcontract with the Client, and which gives rise to a Liability of Skope IT to a third party; or
    • any Liability made or action brought by, or on behalf of, any of the Client’s Personnel against Skope IT arising as a result of a matter as between the relevant person and the Client.
  • The Client agrees to indemnify Skope IT and keep Skope IT indemnified against any claims by any person employed by the Client which may arise from or as a result of this Agreement.
  • The Client’s obligations under this clause 16 will survive the expiry or termination of this Agreement.
  • Release
    • The Client acknowledges that (subject to the express terms of this Agreement) it undertakes to perform its obligations under this Agreement at its risk and releases, to the extent permitted by law but subject to the expressed terms of this clause 16, Skope IT from all claims and other Liabilities that the Client would have or would otherwise be entitled to bring against Skope IT (whether in contract, tort, pursuant to any statute or otherwise) in respect of any personal injury, death or Loss of or damage to any real or personal property that arises out of or in connection with:
      • the Client’s performance of its obligations under this Agreement; or
      • any act, matter or thing done or any omission of the Client or its Personnel in relation to the carrying out of the Service or provision of the Product.
    • Nothing contained in this clause 16 will be taken to limit or preclude the Client’s rights to recover amounts otherwise payable to it under an insurance policy referred to in clause 15 of this Agreement.
  1. Skope IT not to act as warranty agents
    • Subject to the Australian Consumer Law, the Client acknowledges that unless agreed otherwise, Skope IT do not act as authorised repair agents or warranty agents for the manufacturers or suppliers of the Product.
    • In the event that Skope IT provides any additional Service and/or additional Product in accordance with any valid warranty provided by a manufacturer or supplier of the Product, the Client will be liable to pay Skope IT for any Service performed and/or the Product supplied upon the terms agreed between Skope IT and the Client.
  2. Dispute Resolution

 

  • If a dispute arises between Skope IT and the Client under or in connection with this Agreement, the Service and/or the Product or otherwise, the parties must use their reasonable endeavours to resolve that dispute by negotiation or otherwise before commencing legal proceedings.
  • The parties will be deemed to have used their reasonable endeavours to resolve a dispute if they have met to discuss the dispute and have failed to resolve it within thirty (30) days of that meeting.
  • Nothing in this clause 18 will preclude either party from seeking an urgent interim interlocutory injunction in causes of genuine urgency.
  1. Governing Law

This Agreement is governed by the laws in force in South Australia and the parties submit to the non-exclusive jurisdiction of the courts of South Australia and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.

  1. Entire Agreement

 

  • This Agreement embodies the entire understanding of the parties as to the Agreement and supersedes all prior agreements, understandings, arrangements and undertakings between the parties whether oral or in writing.
  • To the extent that any inconsistency prevails between any warranty provided by this Agreement and any warranty provided by the manufacturer or supplier of the Product or supplier of the Service, the manufacturer’s, supplier’s or service provider’s warranty shall prevail.
  1. Variation

No variation to this Agreement will be of any force or effect unless reduced to writing and agreed in writing by both parties.

  1. Severability

Each clause in this Agreement is severable from the others and if one or more is found to be unenforceable this will not affect the validity of the others or any of them.

  1. Waiver

The fact that either party does not, on a default by the other party or any authorised person in respect of any of the terms of this Agreement, exercise any rights or remedies to which it is entitled, will not be construed or operate in any way as a waiver of any such rights or remedies.

  1. Force Majeure Event
    • A party will not be responsible for a failure to comply with its obligations under this Agreement to the extent that the failure is caused by a Force Majeure Event, provided that the party keeps the other closely informed in such circumstances and uses its reasonable endeavours to rectify the situation.
    • Without limiting any other right to terminate under this Agreement, if a Force Majeure Event affects a party’s performance under this Agreement for more than thirty (30) consecutive days, the other party may immediately terminate this Agreement by written notice.
  2. Contact Us

Skope IT can be contacted:

  • via our Website by visiting the Contact Us section of our Website; or
  • by sending an email to helpdesk@skopeit.com.au.
  1. Provision of Client’s Property to Skope IT for disposal
    • The Client and Skope IT may agree that Skope IT retain any of the Client’s property that it intends to discard to be destroyed and/or recycled by Skope IT.
    • Skope IT accepts no liability for any loss and/or damage suffered by the Client by virtue of Skope IT retaining the Client’s property in accordance with clause 26.1.
    • The Client acknowledges and agrees that the indemnities and release provided in clause 16 of this Agreement will extend to this clause 26.
  2. Interpretation

Unless the context otherwise requires or admits the following expressions shall have the following meanings respectively:

  • “Agreement” means the terms and conditions contained in this document;
  • “Australian Consumer Law” means the warranties and guarantees provided in the Competition and Consumer Act 2010 (Cth) as amended from time to time and any regulation or legislative instrument made under it;
  • “Background Intellectual Property” means Intellectual Property in existence at the date of commencement of this Agreement or that is subsequently brought into existence other than as a result of the performance of this Agreement and is embodied in, or attaches to, the Service or the Product or is otherwise necessarily related to the functioning or operation of the Service or the Product;
  • “Client” means the party entering into this Agreement for the provision of the Service and/or the purchase of the Product from Skope IT or the person who receives delivery of the Product at the Delivery Address;
  • “Confidential Information” means all information passing between the parties relating to the Client and Skope IT including but not limited to trade secrets, drawings, know-how, techniques, source and object code, business and marketing plans and projections, profit and loss statements, all financial Information of the Client, and Skope IT, management reports, arrangements and agreements with third parties, customer Information and customer Information proprietary to customers, formulae, customer and client lists, concepts not reduced to material form, designs, plans and models;
  • Delivery Address means the address provided by the Client to Skope IT for any Product to be delivered to;
  • Delivery Fee” means the fee which the Client must pay in addition to the Fee for Products to have the Product delivered to the Delivery Address;
  • “Disclosing Party” means the party disclosing Confidential Information to any other party to this Agreement pursuant to the terms of this Agreement;
  • “Equipment” means all computer systems infrastructure and any special modifications requested by the Client and supplied by Skope IT in connection with this Agreement;
  • “Fee for Products” means the cost borne by the Client for the Product supplied by Skope IT as outlined in the Quotation, or any invoice rendered by Skope IT, and excludes any GST payable and the Delivery Fee;
  • “Fee for Services” means the cost borne by the Client for the Services supplied by Skope IT as outlined in the Quotation, or any invoice rendered by Skope IT, and excludes any GST payable;
  • “Force Majeure Event” means any event beyond the control of the relevant party;
  • “Foreground Intellectual Property” means Intellectual Property which is created under or otherwise in connection with the performance of this Agreement;
  • “Information” means all information (whether in oral, written, machine readable or any other form) relating to the business, intellectual property, know-how, affairs, operations, work or investigations of either party  or any of the Personnel of either party which is or has been disclosed by either party or either party’s Personnel to the other party or other party’s Personnel;
  • “Intellectual Property Rights” means copyright, trademarks, patents, designs and any other like rights, including rights to registration of such rights, and rights to protect Confidential Information, know-how and trade secrets. “Intellectual Property” has the corresponding meaning;
  • “Liability” means all liabilities, damages, remedies, losses, penalties, fines, costs, expenses (including reasonable legal fees and expenses), demands, claims and proceedings of any nature;
  • Loss” means all Liabilities, damages, remedies, losses, penalties, fines, costs, expenses (including reasonable legal fees and expenses), demands, claims and proceedings of any nature including but not limited to indirect and consequential Loss;
  • “Material” means any software, firmware, documented methodology or process, tools, object libraries, documents or other material in whatever form, including but not limited to reports, specifications, manuals, user guides, training materials and the subject matter of any Intellectual Property Rights;
  • “Moral Rights” has the meaning given under the Copyright Act 1968 (Cth) and includes any similar rights existing in other countries;
  • “Perfected” has the meaning given to that term in the PPSA;
  • “Personnel” means any employee or agent of the Client or Skope IT;
  • “PPSA” means the Personal Properties Securities Act 2009 (Cth) as amended from time to time and any regulations or legislative instrument made under it;
  • “PPSR” means personal properties securities register being the register established under the PPSA;
  • “Product” means the goods outlined in the Quotation as accepted by the Client and any additional Product ordered pursuant to a variation of the Quotation as agreed in writing with Skope IT;
  • “Product Deposit” means the sum specified in the Quotation and paid to Skope IT within the time period specified on the Quotation, or as otherwise directed by Skope IT and excludes any GST payable;
  • “Quotation” means the document titled as such numbered SKOQ##### which outlines the Service and/or the Product to be supplied and the Total Fees for supply of the Service and/or the Product by Skope IT;
  • “Receiving Party” means the party receiving any Confidential Information from a party to this Agreement pursuant to the terms of this Agreement;

“Security Agreement” has the meaning given to that term in the PPSA;

  • “Security Interest” has the meaning given to that term in the PPSA;
  • “Service” means the Service outlined in the Quotation as accepted by the Client and any additional Service requested by the Client pursuant to a variation of the Quotation as agreed in writing with Skope IT;
  • Skope IT” means the trustee for MMDIN Trading Trust trading as Skope IT (ABN 53 908 105 794);
  • “Third Party Intellectual Property” means Intellectual Property which is owned by a party other than a party to this Agreement and is embodied in, or attaches to, the Service and/or the Product or is otherwise necessarily related to the functioning or operation of the Service and/or the Product;
  • “Total Fees” means the sum of the Fee for Products, the Fee for Services and the Delivery Fee as outlined in the Quotation or otherwise in accordance with any invoice rendered by Skope IT and excludes any GST;
  • Website” means the website of Skope IT being https://skopeit.com.au/ and/or any online platform used or operated by Skope IT for the sale of the Product as amended from time to time;
  • headings are for ease of reference only and do not affect the meaning of this Agreement;
  • the singular includes the plural and vice versa;
  • other grammatical forms of defined words or expressions have corresponding meanings;
  • a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of or schedule or annexure to this Agreement and a reference to this Agreement includes any schedules and annexures;
  • a reference to a statute, ordinance or by-law includes regulations and other instructions under it and consolidations, amendments, re-enactments or replacements of any of them;
  • a reference to a right or obligation of the Client confers that right or imposes that obligation, as the case may be, jointly and severally;
  • a reference to a person includes executors, administrators, permitted assigns and successors of that person;
  • “includes” means “including without limitation”; and
  • a reference to dollars ($) means Australian Dollars (AUD) unless specified otherwise.

 

 

 

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