GENERAL TERMS AND CONDITIONS
1.1 Prices quoted for the supply of goods and services exclude GST and any other taxes or duties imposed on or in relation to the goods and services. In addition to payment of the price of goods and services, the Customer must pay any GST and any other taxes or duties imposed on the goods and services.
1.2 If the Customer requests any Variation to the Agreement, Fastrack may increase the price to account for the Variation.
1.3 Where there is any change in the costs incurred by Fastrack in relation to Goods, Fastrack may vary its price for the Goods in order to take account of any such change, by notifying the Customer.
2.1 Unless otherwise agreed in writing:
a) Payment for the goods and/or services must be made within 30 days of the date of Fastrack's invoice.
b) Fastrack reserves the right to require payment in full on delivery of the goods or completion of the services.
2.2 Payment by cheque is not deemed made until the proceeds of the cheque have cleared.
2.3 Fastrack, in its absolute discretion may review, alter or terminate the Customer’s credit limit or payment terms upon giving written notice to the Customer.
3.1 If the Customer defaults in payment by the due date of any amount payable to Fastrack, then all money which would become payable by the Customer to Fastrack at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and Fastrack may, without prejudice to any other remedy available to it:
a) charge the Customer interest on any sum due at the penalty rate of interest as fixed from time to time plus 2 per cent for the period from the due date until the date of payment in full;
b) charge the Customer for, and the Customer must indemnify Fastrack from, all costs and expenses (including without limitation all legal costs and disbursements on an indemnity basis) incurred by it resulting from the default or in taking action to enforce compliance with the Terms or to recover any goods;
c) cease or suspend for such period as Fastrack thinks fit, supply of any further goods or services to the Customer;
d) by notice in writing to the Customer, terminate any contract with the Customer so far as unperformed by Fastrack; without effect on the accrued rights of Fastrack under any contract. 3.2 Clauses 3.1(c) and (d) may also be relied upon, at the option of Fastrack:
a) where the Customer is an individual and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or
b) where the Customer is a corporation and, it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Customer.
4.1 Until full payment in cleared funds is received by Fastrack for all Intellectual Property supplied by it to the Customer, as well as all other amounts owing to Fastrack by the Customer:
a) title and property in all Intellectual Property remain vested in Fastrack and do not pass to the Customer;
b) the Customer must hold the Intellectual property as fiduciary bailee and agent for Fastrack;
and the Customer will, upon demand by Fastrack, deliver up, destroy or otherwise cease using the Intellectual Property.
5.1 For the purposes of these terms and conditions:
“Confidential Information” means confidential technical, commercial or financial information of the Disclosing Party (whether oral, written or pictorial) of, or relating directly to the business affairs of Fastrack or the Customer but does not include information which:
a) was in the public domain, or in the Purchaser’s possession prior to the date of this agreement; or
b) comes into the public domain after the date of this agreement;
5.2 The Parties acknowledge that in the course of their dealings Confidential Information provided or conveyed to them concerning the business affairs of the other party is made available by the Disclosing Party for the purpose of facilitating their ongoing business dealings.
5.3 The Parties undertake that they will not use the Confidential Information so provided for any other purpose than as stated in Clause 5.2 above without the consent of the Disclosing Party.
5.4 The Parties undertake that they will not disclose the Confidential Information provided to any other party, nor publish, use, reproduce or copy the Confidential Information, or allow it to be published, used, reproduced or copied by any other party without the prior consent of the Disclosing Party except:
a) as necessary for the purpose outlined in Clause 5.2.
b) as required by law;
c) as permitted by the Disclosing Party.
5.5 The Parties undertake to maintain effective security measures to protect the Confidential Information from unauthorised access, use or disclosure.
5.6 On the request of the Disclosing Party the other
party undertakes to deliver up all the Confidential Information provided by the Disclosing Party within fourteen (14) days.
6.1 Fastrack will:
a) faithfully and diligently provide the Services.
b) at all times behave and carry out their work in a competent and professional manner;
c) maintain appropriate insurance.
6.2 Except as specifically set out herein, or contained in any warranty statement provided with the goods or services, any term, condition or warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
6.3 Replacement of Goods is the absolute limit of Fastrack's liability howsoever arising under or in connection with the sale, use of, storage or any other dealings with Goods by the Customer or any third party.
6.4 Any replacement of Goods supplied to the Customer will not have the effect of extending the warranty period of the goods, which will be calculated from the date of the supply by Fastrack of the original goods.
6.5 Nothing in the Terms is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified.
7.1 The Customer warrants that it will ensure that any time an employee, agent or contractor of Fastrack is required to attend at their office, that the site will be safe and otherwise compliant with all applicable OH&S standards.
7.2 The Customer grants Fastrack a license to display their logo and related trademarks in promotional materials.
8.1 The Customer acknowledges that any timeframe for delivery of Goods and Services
detailed in any Statement of Work is provided by way of estimate only and is not an enforceable term of the Agreement.
8.2 The Customer indemnifies Fastrack against any loss and damage arising from a failure to meet a timeframe stipulated in the Statement of Work.
9.1 Where Fastrack is required to send personnel to a location outside of the Metropolitan area of the City where the office that the Fastrack staff member routinely works from is located, the Customer will pay for all reasonable expenses incurred by Fastrack in travelling to the Customer’s site (“Travel Expenses”).
9.2 Fastrack will charge Travel Expenses to the Customer at the cost incurred by Fastrack plus 10%.
9.3 Where Travel Expenses are to be paid by the Customer, Fastrack will provide an estimate of the likely Travel Expenses to the Customer for approval prior to incurring those costs.
9.4 Where the total cost of any Travel Expenses vary less than 20% between the supply of the quotation and Fastrack incurring the costs, , the Customer agrees to pay the varied costs.
9.5 Where the total costs of any Travel Expenses vary more than 20% between the supply of the quotation and Fastrack incurring the costs, Fastrack will provide an updated quotation for Travel Costs to be agreed between the parties.
10.1 Where the Customer requests Goods or Services that are not within the scope of the Statement of Work provided to the Customer, Fastrack will provide a quotation for any Variation.
10.2 All variations will be agreed by the Parties in writing prior to commencement.
11.1 If, through circumstances beyond the control of Fastrack, Fastrack is unable to effect delivery or provision of goods or services, then Fastrack may cancel the Customer's order (even if it has already been accepted) by notice in writing to the Customer.
11.2 No purported cancellation or suspension of an order for Goods or any part of it by the Customer is binding on Fastrack after that order has been accepted.
11.3 Where a Customer seeks to cancel an order for Services prior to completion of delivery the Customer agrees that it will pay Fastrack:
a) Any amount outstanding in relation to a milestone already reached; or
b) For all services already delivered, whichever is the greater; and
c) 30% of the costs associated with delivery of remaining services.
12.1 The Customer agrees that it will not:
a) directly or indirectly solicit or encourage any member of staff currently employed by Fastrack to terminate their employment with Fastrack in favor of accepting a position with the Customer, or any associated entity.
b) directly or indirectly engage or employ any person who was an employee of Fastrack at the date of this agreement or at any time in the twelve (12) months prior;
12.2 Where the Customer breaches the terms of clause 12.1, they will pay to Fastrack a Recruitment fee equivalent to twenty per cent (20%) of the Employees annual remuneration.
12.3 The Parties agree that this obligation will survive termination of the agreement and continue in effect for a period of twelve (12) months after the date of termination.
13.1 To the extent of any inconsistency between these and any other applicable terms governing the relationship between the Parties, these Terms shall prevail.
13.2 The law of New South Wales from time to time governs the Terms and the parties agree to the non-exclusive jurisdiction of the courts of New South Wales, the Federal Court of Australia, and of courts entitled to hear appeals from those Courts.
13.3 Failure by Fastrack to enforce any of these Terms shall not be construed as a waiver of any of Fastrack’s rights.
13.4 If any of the Terms are unenforceable it shall be read down so as to be enforceable or, if it cannot be so read down, the term shall be severed from these Terms without affecting the enforceability of the remaining terms.
