Time Out! Computers

 ABN 43 529 585 837

Customer Terms ("Terms")

These Terms and any document(s) referred to in them constitute the entire agreement about Time Out! Computers supply of the Products and services to Customer and supersedes all prior understandings, arrangements and agreements.

Words with special meanings are defined in clause 1. A reference in these Terms to:

• the singular includes the plural and vice versa;
• the word "including" means "including, but not limited to," and the word "includes" means "includes, without limitation,";
• A reference to a gender includes all genders; and
• a reference to a person (including a party) includes an individual, company, other body corporate, partnership, firm, joint venture, or a trust.

1) Definitions

In these terms:
"Customer" means the person, business or company that is the purchaser of the Products;
"Products" means any products or services (where applicable) supplied to Customer by Time Out! Computers and described in Time Out! Computers invoice;
"Sales Contract" means any sales contract or distribution agreement entered into by Customer and Time Out! Computers in respect of the Products and services supplied to Customer in which these Terms are deemed to be incorporated; and
" Time Out!" means Time Out! Computers or Time Out! Computers Online (ABN 43 529 585 837).


2) Orders

• All orders for Products placed by Customer are subject to acceptance by Time Out!, and no order will be deemed to have been accepted by Time Out! unless Products are supplied or a back-order or delivery delay is confirmed in writing and signed by an authorised representative of Time Out! to Customer.
• Time Out! may reject any order placed by Customer if there is an insufficient supply of Products which prevents Time Out! from being able to fulfill such order.
• Time Out! may reject any order placed by Customer for any reason, including, but not limited to incorrect pricing due to typographical errors, market factors or manufacturer price changes
• Pricing is not retrospective. Upon acceptance of Customer's order, the price charged to Customer is the price that is shown at the Time Out! Website checkout or agreed upon by Customer at the time the order was placed.
• Time Out! will not be bound by any terms attaching to Customer's order and, unless those terms are expressly agreed to in writing by an authorised representative of Time Out!, Customer agrees that those terms are hereby excluded.

3) Payment

a) The price of the Products will be Time Out!'s quoted price. Or otherwise agreed via "Price Match"
b) Payment is required prior to delivery of the Products to Customer unless agreed otherwise in writing by an authorised officer of Time Out!. If Customer fails to make payment in accordance with this clause 3(b) after demand for payment by Time Out!, all amounts owing by Customer to Time Out! on any account will immediately become due and payable together with legal costs of enforcement.
c) Time Out! may, in its sole discretion:

• suspend the provision of credit to Customer until all amounts owing are paid for in full; and
• from time to time and at any time, vary or cancel any credit facility it makes available to Customer.
d) Customer will be liable to pay interest on any overdue amount at the annual rate of 2% above the prevailing base lending rate quoted by the Westpac Bank. Interest will accrue daily from the date payment became overdue until Time Out! has received payment of the overdue amount, together with any interest accrued.
e) Unless stated otherwise in these Terms (or in writing by Time Out!'s authorised representative), all prices quoted for Products are exclusive of all taxes, handling, delivery, agents' charges and any other charge, duty or impost.
f) Customer must pay Time Out!, on demand, any tax (other than income tax) payable under these Terms, any matter or thing done under these Terms or any payment, receipt or other transaction contemplated by these Terms, including any goods and services or value-added tax, customs duty, sales tax, excise duty, stamp duty, other duty, governmental charge, fee, levy or impost, together with any fine, penalty or interest payable because of a default by Customer.
g) Customer must pay to Time Out! any amount Customer must pay under clause 3(f) in full, despite any right of set-off that Customer may have.
h) Customer shall pay the full amount due to Time Out! under this clause and shall not deduct from that amount any tax in relation to purchase of the Products. Customer shall reimburse Time Out! for any taxes Time Out! pays on its behalf.

4) Delivery

Delivery times advised to Customer are estimates only and Time Out! will not be liable for any loss, damage or delay suffered or incurred by Customer or its customers arising from late or non-delivery of the Products.


5) Part deliveries

Time Out! may make part deliveries of any order, and each part delivery will constitute a separate supply of the Products upon these Terms.


6) Software

To the extent that a Product supplied under these Terms is a software Product then, in addition to these Terms, that Product will be supplied subject to the terms and conditions of the relevant licence agreement applicable to it. Software licence agreements may be packaged with the software, may be separately provided to Customer for execution or may require on-screen acceptance by Customer. Customer agrees to use the software Product in accordance with the terms and conditions of the relevant licence agreement. Where the term "supply" is used in these Terms to refer to a software Product, such term means the sale and purchase of the licence to use that software Product.


7) Inspection and acceptance

Customer must

• in the case of all Products ordered (other than software Products), inspect such Products upon delivery to Customer's premises; or,
• in the case of software Products, test or inspect such software Products upon those Products being authorised by Time Out! for downloading by Customer, and must, within 2 days of delivery or downloading (as the case may be), give written notice to Time Out! of any matter or thing by which Customer alleges that the Products do not accord with Customer's order. Failing such notice and to the extent permitted by law, the Products will be deemed to have been accepted by Customer.

8) Title and risk

• Products supplied by Time Out! to Customer will be at Customer's risk immediately upon:
• delivery of the Products to the Customer, Customer's agent or into the Customer's custody or control; or
• collection of the Products by the Customer's nominated carrier or agent.
• Title in the Products supplied by Time Out! to Customer will not pass to Customer and will remain the absolute property of Time Out! until such time as Time Out! has been paid by Customer all monies due and owing to it by the Customer in relation to any account. Title to those Products which are software remains with Time Out! and/or the applicable third party licensor(s) at all times.
• Until the Products have been paid for:
• Customer must properly segregate and store the Products in such manner as to clearly indicate that they are the property of Time Out!; and
• Customer may sell the Products and shall keep records of the Products in the ordinary course of its business as fiduciary agent for Time Out! and
• If Customer has breached these Terms or the terms of any relevant Sales Contract, Customer authorises Time Out!, at any time, to enter onto any premises upon which Time Out!'s Products are stored to enable Time Out! to:
• inspect the Products; and/or
• reclaim the Products.
• If Customer sells, disposes of or otherwise deals with Products or any part thereof before full payment has been received by Time Out!, Customer must advise Time Out! in writing, at such times as Time Out! may request, specifying full details of the Products sold, disposed of, utilised or otherwise dealt with.
• Customer acknowledges that in the case of software Products, any refusal or failure to pay may result in cancellation of the licence to use the software Product.
• Customer agrees that the provisions of this clause 8 apply despite any arrangement under which Time Out! grants credit to Customer.

9) Returns

Please read our Warranty and Returns Document

10) Force majeure

If the performance of Time Out!'s obligations under these Terms or any relevant Sales Contract is prevented, restricted or affected by force majeure including strike, lock out, raw material shortage, breakdown of plant, transport or equipment or any other cause beyond the reasonable control of Time Out!, Time Out! will give notice of such cause to Customer and after 60 days from the receipt by Customer of such notice, either party may terminate the relevant Sales Contract without penalty.


11) Customer's cancellation

• Unless otherwise agreed in writing by an authorised officer of Time Out!, Customer may not cancel an order which has been accepted by Time Out!.
• If Customer's right of cancellation is agreed to by an authorised officer of Time Out! in writing, the right must be exercised by notice in writing from Customer to Time Out! not later than 1 day before the estimated date of shipment by Time Out! to Customer.
• Unless otherwise agreed between Customer and Time Out!, upon cancellation prior to shipment, any deposit paid by Customer will be forfeited to Time Out! and where no deposit has been paid or where the total amount of the order has been paid, a cancellation fee of 20% may be applied

12) Default of Customer

• Without prejudice to any of Time Out!'s other rights under these Terms, if Customer fails to make any payment due to Time Out! under these Terms, Time Out! may, in its sole discretion, and without further liability to Customer:
• refuse to make further supplies to Customer under the relevant Sales Contract; and/or
• terminate the Sales Contract without notice.
• The Customer agrees that these Terms shall give rise to an interest in land thereby enabling Time Out! to lodge a caveat against the title to any land owned partly or wholly by the Customer, in order to protect and secure the interests of Time Out! under these Terms and under any Sales Contract.
• In the event that Time Out! lodges a caveat against any land owned partly or wholly by the Customer, the Customer hereby irrevocably agrees to endorse its consent upon any relevant forms or documents to enable the lodgement and timely registration of any such caveat by Time Out!.

13) Warranty

Please read our Warranty and Returns Document

14) Liability

• To the extent permitted by law, Time Out! will not be liable to Customer or any other person under any circumstances for any loss of use, profit, revenue, interest, goodwill or data, or for any injury or death to any person, or for any indirect, incidental or consequential damages sustained or incurred by Customer, whether such liability arises directly or indirectly as a result of:
• any negligent act or omission or wilful misconduct of Time Out! or its employees or agents;
• the supply, performance or use of any Products or services; or
• any breach by Time Out! of its obligations under these Terms or any relevant Sales Contract.

15) Credit assessment

a) If any Products are supplied to Customer on credit, Time Out! may need to disclose to a credit reporting agency certain information referred to in clause 15(c) about Customer when assessing Customer's application for credit and managing Customer's account with Time Out!. Customer authorises Time Out! to disclose such information to a credit reporting agency for these purposes.
b) Subject to Time Out!'s obligations under the Privacy Act 1988 (Cth) as amended and any other applicable laws, Time Out! may provide the information referred to in clause 15(c) to a credit reporting agency to obtain a consumer credit report about Customer or to allow the credit reporting agency to create or maintain a credit information file about Customer. Customer agrees that Time Out! may disclose a credit report about it to any credit provider, debt collecting agency or Time Out!'s insurers for the purposes of assessing Customer's creditworthiness or to collect any overdue payments (as the case may be).
c) Time Out! may disclose the following information relating to Customer in accordance with clauses 16(a) and (b):

• Customer's name and address;
• credit limits on Customer's accounts;
• the amount of any payments which are overdue for at least 60 days;
• where an overdue payment has been previously reported, advice that the payment is no longer overdue;
• Any method of payment including, but not limited to, cheques, electronic funds transfer, Bpay, credit card payments which have been dishonoured;
• information that, in the opinion of Time Out!, Customer has committed a serious credit infringement; and
• information that Time Out! has ceased to supply the Products and services to Customer.
d) Customer agrees that Time Out! may obtain information about Customer from any business which provides information about the commercial creditworthiness of persons for the purposes of assessing Customer's application to purchase the Products on credit and collecting any overdue amounts.
e) Time Out! may refuse to supply the Products to Customer on credit on the basis of Time Out!'s credit assessment of Customer.

16) Privacy

Please Read our Privacy Statement

a) Customer agrees to Time Out! Computers collecting, using and disclosing information about Customer of the kind referred to in clause 15(c) for various purposes, including to:

• assess creditworthiness as outlined in clause 15
• supply the Products and services to Customer and the management of Customer's account, including suppliers
• communicate with Customer about the Products and services which Time Out! Computers or its partners or affiliates may provide to Customer
• implement these Terms and any Sales Contract; and
• comply with relevant laws.
b) Time Out! Computers, at the written request of Customer, will:

• provide Customer with access to any personal information relating to Customer held by Time Out Computers; and
• correct or amend any personal information relating to Customer held by Time Out! Computers which is inaccurate or out of date.
c) Time Out! Computers will handle Customer's personal information in accordance with relevant laws.

17) Intellectual Property

• Customer acknowledges that:
• all trademarks, copyright and other intellectual property rights ("Intellectual Property") embodied in or in connection with the Products and any related documentation, parts or software are the sole property of Time Out! or its suppliers; and
• all Intellectual Property of Time Out! or its suppliers may only be used by Customer with the express written consent of Time Out! or its suppliers, during the continuance of any relevant Sales Contract, and such consent extends only to use essential for the purposes stated in it.
• Customer must not register or use any trade marks, trade name, domain name, trading style or commercial designation or design used by Time Out! or its suppliers in connection with the Products.
• Customer will indemnify Time Out! against all liabilities, damages, costs and expenses which Time Out! may suffer or incur as a result of any work performed by Time Out! in accordance with Customer's specifications or as a result of the combination or use of the Products with other equipment, parts or software not supplied by Time Out!, and which results in the infringement of any Intellectual Property of any person.

18) Confidentiality

a) Customer acknowledges that Time Out! has disclosed and may from time to time disclose to Customer certain confidential information and documentation of Time Out! relating to the Products, their marketing, use, maintenance and software, including technical specifications ("Confidential Information").
b) Subject to clause 18(e), Customer must:

• only use the Confidential Information solely for the purposes contemplated under any relevant Sales Contract; and
• not, during the continuation of such Sales Contract or thereafter, disclose (whether directly or indirectly) to any third party the Confidential Information, other than is required to carry out such purposes.
c) If disclosure of Confidential Information to third parties is necessary, Customer will obtain from such third parties binding agreements to maintain in confidence the Confidential Information disclosed at least to the same extent as Customer is bound to protect Time Out!'s Confidential Information under this clause 18.
d) Upon the expiry or termination of any relevant Sales Contract, Customer must cease to use and must return or destroy (as Time Out! may instruct) Time Out!'s Confidential Information in its possession or control.
e) The provisions of this clause 18 do not extend to any information which is:

• at the time of disclosure, rightfully known to or in the possession or control of Customer and which is not subject to an obligation or confidentiality;
• public knowledge (otherwise than as a result of a breach of this clause 18 or any other obligation of confidentiality);
• approved in writing by an authorised officer of Time Out! to be disclosed; or
• required to be disclosed by a government authority or by relevant laws provided that notice of any such required disclosure is first given to Time Out!.

19) General

• Time Out! may amend these Terms at any time, by giving Customer notice by mail, e-mail or by posting a notice on Time Out!'s public website. By continuing to place orders for Products, Customer will be deemed to have accepted the revised Terms.
• Any provision of these Terms which is invalid or unenforceable will be read down to the extent necessary, and the remaining provisions will continue unaffected.
• Customer acknowledges that some Products may be controlled under export laws in force at the time of the Sales Contract. Customer shall not export, re-export, or distribute Products, in violation of any such export control laws or regulations.
• Customer acknowledges that certain Products may be subject to license requirements or other restrictions specific to certain transactions. Where applicable, Customer agrees to be bound by any such terms and conditions and/or restrictions and shall indemnify Ingram for any liability suffered by it arising from Customer's breach.
• Customer may not assign or attempt to assign any of its rights and obligations under these Terms.
• These Terms are governed by the laws of the State of Queensland and the courts of the state of Queensland shall have exclusive jurisdiction to hear any disputes arising from or relating to this agreement.

This statement should be read in conjunction with our Privacy Notice