AKA ACOUSTICS PTY LTD – STANDARD OPERATING TERMS
1. TERMS
1.1 Currency: These Terms apply to the supply of all Products and Services by us to you from when you accept these Terms.
1.2 Acceptance: You accept these Terms (even if you issue a purchase order to us stating other terms) when:
1.2.1 you engage or instruct us to provide Products and/or Services;
1.2.2 you request/accept a Quote; or
1.2.3 you make any Payment to us for any Products and Services, whichever occurs first.
1.3 Priority: Unless otherwise agreed by us in writing, these Terms will prevail over, and we will not be bound by, any conditions (express or implied) added or provided by you.
2. QUOTES AND ORDERS FOR WORK
2.1 Quotes and Orders: You may request a Quote (in some cases, referred to as an Offer of Service) from us relating to the potential supply of Products and Services. We may provide you with a Quote for the potential supply of Products and Services. The Quote will include the Products and the Services proposed to be supplied by us, the Fees, and other relevant details. A Quote is valid for the term outlined on the quotation. We reserve the right to modify or withdraw a Quote at any time before you accept the Quote. If the Quote is acceptable, you may place an Order for the supply of the Products and Services by accepting the Quote.
2.2 Provision of Staff: We shall provide Staff to perform the Services. We shall ensure that all Staff are suitably qualified and skilled for the performance of the Services. Any specific or equipment-related training that is necessary or required in order to provide the Services will be covered under the hours for the Services (you are responsible for coordinating this for all Support Staff, as referred to in Schedule 1).
2.3 Access to Site: You will ensure that at all times you maintain a safe workplace, comply with all applicable work/occupational health and safety laws and provide appropriate information to our Staff to ensure their health and safety while such Staff are required to perform the Services at sites owned or controlled by you.
2.4 No Poaching and Non-Solicitation of Staff: During the term of these Terms and for 6 months after the expiry or termination of these Terms or any relevant Order issued under these Terms (whichever is longer), you or your associated entities, Affiliates, sub-contractors or related bodies corporate must not hire, engage, entice away or solicit for employment, directly or indirectly, any Personnel, unless:
2.4.1 written approval has been obtained from us; or
2.4.2 the person in question has ceased to be employed or contracted by the other party for a period of not less than 6 months.
2.5 Notwithstanding clause 2.4, where, during the term of these Terms, or during the six-month period after the expiry or termination of these Terms, you wish to employ or engage, and/or employ or engage any of our Personnel (including where a party procures a third party to approach, employ and/or engage any of the other party’s Personnel), you must:
2.5.1 notify us of your intent to offer employment or an engagement; and
2.5.2 if a our Personnel accepts the offer of employment or engagement, pay to us a fee of 20% of the annual salary and/or annual contract fee of the employed, engaged or hired party’s Personnel or $30,000 plus GST, whichever is the higher amount, (Recruitment Fee) within 28 days of receipt of an invoice specifying the relevant Recruitment Fee and no further fees will be payable by the hiring party in respect of this clause 2.5.
2.6 You warrant that, notwithstanding any matter set out in this clause 2, you will not take any intentional steps to induce, conspire with or otherwise encourage our Personnel to breach any obligation (whether contractual or otherwise) owed to us by such Personnel, and acknowledges that nothing in this clause 2 is intended to affect the individual contractual relations between us and our Personnel.
2.7 You acknowledge and agree that you may come into possession of our Confidential Information and develop influence over our customers, employees, contractors, and suppliers during the term of these Terms and therefore this clause 2 is fair and reasonable and necessary in order to protect our legitimate business interests, including but not limited to our Confidential Information, trade secrets, goodwill, customer/client connections and stable and trained workforce.
2.8 You acknowledge and agree that we will suffer loss and/or damage if you breach your obligations under this clause 2 and that monetary damages will be inadequate to compensate us for such a breach. If you breach this clause 2 and fail to pay the Recruitment Fee, we are entitled to injunctive relief, in addition to any other remedies at law or equity, in order to enforce this clause 2.
2.9 You acknowledge and agree that you have been provided with the opportunity to negotiate this clause 2 and have had the opportunity to seek legal counsel before entering into these Terms.
2.10 For the avoidance of doubt this clause 2 does not apply to any services not offered by the Supplier under these Terms.
3. FEES AND CHARGES
3.1 Fees: The Fees for the Products and Services is the applicable amount that we indicate to you in the Quote (or otherwise), together with any applicable taxes, costs and any other Charges. In consideration for the Products and Services provided by us, you must pay to us the Fees set out in the applicable Quote.
3.2 GST payable in addition: You must pay to us all GST in addition to any other amounts payable by you to us in respect of a taxable supply, which will be payable by you when you are required to pay for the Products and Services.
4. PAYMENT
4.1 Payment terms: all Payments due to us must be paid by you in accordance with the terms of a Quote, as agreed in writing by both parties or otherwise within 30 days of you receiving a correct, valid and properly rendered invoice from us.
4.2 Payment method: All Payments are to be made to us by direct electronic funds transfer to our nominated bank account as set out in the applicable invoice or as otherwise directed by us.
4.3 Discounts: any applicable discounts applied to a Quote or the Fees will only be valid and applicable if you pay the Fees in accordance with the terms of a Quote, or as agreed in writing by both parties or otherwise within 30 days of your receipt of an invoice from us.
4.4 Delay fees and Interest: Interest at the Interest Rate will apply to any late Payments or a delay in Payment that is 90 days past the due date as set out in our invoice to you. We may also, at our sole discretion, suspend further performance of the Services and delivery of Products for any non-compliance with this clause 4.
4.5 Payment offset not permitted: payment offsets between the different Services is not permitted.
5. WARRANTIES AND TIMING
5.1 Services and Product delivery: We represent and warrant to you that:
5.1.1 we have full power and authority to enter into and do all things required by these Terms;
5.1.2 we have all consents, permissions and licences necessary for us to perform our obligations under these Terms;
5.1.3 the Services will be performed promptly, efficiently, diligently, with due care and skill, to the best of our knowledge and expertise and, at least, in accordance with the practices and professional standards that would be expected of an expert and experienced provider of services similar to the Services; and
5.1.4 the Services will be delivered within the time specified, or otherwise within a reasonable time when there is no agreed end date or time for delivery.
5.2 Risk and title: Title to any Products only passes to you on Payment in full for those Products even if any part of the Product is affixed to other equipment or to a fixture or to land. Risk in any Products will pass to you on delivery. Any Products or equipment delivered or left at your premises, or another site at your direction, will be your responsibility in the event it is damaged or goes missing and you will be liable for the associated replacement costs.
5.3 No liability for delay: We will use all reasonable efforts to deliver the Products and Services to you by the date specified. If the delivery of the Products and Services is delayed and, unless the delivery is delayed by more than sixty (60) days:
5.3.1 we will not be liable to you for late or delayed delivery; and
5.3.2 the delay does not give you the right to cancel an Order or terminate these Terms.
6. TERMINATION
6.1 Duration of Terms: the term/duration of these Terms is no less than 1 year from the date a Quote is accepted.
6.2 Termination for default: We may terminate an Order and these Terms with immediate effect by giving written notice to you if:
6.2.1 you materially breach any provision of an Order or these Terms and which breach is not capable of remedy, or which breach (if capable of remedy) is not remedied within 14 days after receiving written notice from us requiring you to remedy the breach;
6.2.2 a Force Majeure Event continues for more than 14 days; or
6.2.3 You become either an externally administered body corporate or, commit an act of bankruptcy or insolvency, or in our reasonable opinion, you are unable to pay your debts as and when they fall due.
6.3 If you terminate an Order and these Terms other than as permitted under clause 6.2 or as agreed in writing by the parties, you must, without prejudice to any other rights or remedies we may have, pay to us an amount equal to the minimum Fees that would have been payable by you during the remainder of the term of an Order and these Terms, had the Order and these Terms not been terminated. You will also be liable for the costs (including third party costs) and Charges set out in the schedules.
6.4 Expiry or earlier termination of an Order and these Terms does not affect any accrued rights or remedies we may have including in relation to any default of by you prior to such expiry or termination, or the survival of any other provision of these Terms which are expressly or by implication intended to survive termination.
6.5 Following expiration or termination of an Order and these Terms for any reason:
6.5.1 any and all amounts owing by you to us will become immediately due and payable;
6.5.2 we may immediately cease providing the Products and Services, or may cease providing the Products and Services from such other date as may be agreed by the parties in writing;
6.5.3 You shall immediately, and in any event, within 7 days from our request, return or delete all materials and copies (whether in hard or electronic format) relating to the Confidential Information provided by us to you under these Terms.
7. EXCLUSIONS AND LIMITATIONS
7.1 Liability: Except as expressly provided in these Terms, and to the fullest extent permitted by law, we are not liable to you for any loss or damage, except to the extent that such loss or damage arises as a result of our or our Staff’s negligence or wilful misconduct.
7.2 No liability: No warranty is given and we will not be liable for:
7.2.1 alterations to the Products and Services for which we are not responsible;
7.2.2 defects caused by accidents, unusual or non-recommended use, misuse or application of the Products and Services; or
7.2.3 loss caused by any factors beyond our control.
7.3 Consequential loss: Notwithstanding any other clause in these Terms, but subject to the provisions of the ACL, we shall not be liable to you for any kind of indirect, special, or consequential loss or damage, or loss of profit.
7.4 Total liability: Notwithstanding any other clause in these Terms but subject to clause 7.3, our total and aggregate liability to you for any and all loss, damages or claims arising out of or in connection with these Terms or any Order or Quote, whether in contract, tort (including negligence), indemnity, breach of warranty or otherwise is limited to the AKA Cap.
7.5 Third party: We give no warranty for any products and services that are supplied or carried out or provided to you by a third party even when forming part of an Order or delivery. These products or services will be covered by the third party’s standard operating terms.
8. STATUTORY RIGHTS
8.1 No restriction: Nothing in these Terms excludes, restricts or modifies any condition, warranty, statutory guarantee, right or remedy implied or imposed by law that cannot be lawfully excluded, restricted or modified.
9. CONFIDENTIALITY AND PRIVACY
9.1 Confidentiality: You must not, during the term of the Terms and for 7 years after the end of the term, disclose to any third party any Confidential Information, either directly or indirectly, and must keep our Confidential Information secure and protect such Confidential Information from unauthorised access and/or use. You undertake to disclose Confidential Information only:
9.1.1 to those of its Staff and Personnel to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under these Terms or an Order, and to procure that such Staff and Personnel observe the terms of the confidentiality obligations set out in this clause; or
9.1.2 where required by law.
9.2 Privacy: You will:
9.2.1 only use any personal information obtained or collected under these Terms or an Order, for the purposes of performing your obligations under these Terms or an Order;
9.2.2 not disclose any personal information without our prior written consent, unless required by law;
9.2.3 comply with the Privacy Act 1988 (Cth) and the Privacy Regulation 2013.
10. INTELLECTUAL PROPERTY
10.1 Pre-Existing Intellectual Property Rights: we shall retain ownership of its Intellectual Property Rights existing at the commencement of these Terms. You grant us a royalty free, non-exclusive license to use, modify and copy (and to permit a sub-contractor to use, modify and copy) your pre-existing Intellectual Property Rights (including intellectual property licensed by you from third parties), solely to the extent necessary for the purposes of providing the products and Services. In the case of any intellectual property licensed from a third party, you warrant that you have obtained any necessary authority, permission or licence from the relevant third party in order to grant the above sub-license.
10.2 Our Intellectual Property Rights: All of our Intellectual Property Rights in and relating to the production, development and supply of the Products and Services, including but not limited to software, hardware, firmware, services, designs, concept designs, plans, illustrations, specifications and other literature, remains our property.
10.3 Exclusive right, title and interest: We hold and retain at all times the exclusive right, title and interest in and to any and all Intellectual Property Rights in and relating to the Products and/or Services, including any and all integration, enhancements, modifications, customisations and derivative works. You do not have any rights whatsoever in or to any Intellectual Property Rights in the Products and/or Services without our consent. You acknowledge that we are the owner of all Intellectual Property Rights in any CTS literature (procedures, manuals or similar in relation to the Services and/or Products).
10.4 Intellectual Property Rights in Work Products: You acknowledge that we are the owner of all Intellectual Property Rights in the Work Products, except as set out in clause 10.1. You must take such steps as are reasonably necessary to protect our Intellectual Property Rights in any Work Products, including by treating Work Products as Confidential Information if appropriate.
10.5 Licence: Subject to, and upon, full payment of the Payments payable to us in accordance with these Terms and all Quotes, Orders and invoices, we will grant you a perpetual, non- exclusive, transferrable (with the right to sub-license), royalty-free, worldwide licence to copy, modify and use the Work Products solely for your business purposes. If we develop any Work Products specifically for you and/or Work Products containing your Intellectual Property Rights and you have paid us in full, for our Services in developing those Work Products, you shall own any Intellectual Property Rights in such Work Products (Client Work Products) and you grant us a worldwide, royalty-free, fully paid up, perpetual, non-exclusive, transferable right (with the right to sub-license) and licence to copy, modify and use the Client Work Products solely for our business purposes.
10.6 Third party rights: You will ensure that any content you provide to us does not:
10.6.1 infringe any other person’s Intellectual Property Rights;
10.6.2 be of an obscene or pornographic nature;
10.6.3 be threatening or abusive; or,
10.6.4 advocate illegal activity.
11. GENERAL
11.1 Dispute Resolution: If a dispute arises out of or in connection with these Terms or an Order, the parties shall use their best endeavours to bring the matter to the other party’s attention as soon as possible, to resolve the dispute through discussion in good faith and to promptly elevate it to senior levels of management as appropriate for the nature of the dispute. If the dispute remains unresolved within 14 business days following the referral of the dispute to senior levels of management, either party may commence litigation in a New South Wales Court or Tribunal that has jurisdiction to hear and determine the dispute. Nothing in this clause affects or limits or is intended to affect or limit the rights of a party to seek or obtain urgent interlocutory, injunctive, interim or equitable relief.
11.2 Indemnity: You indemnify and keep us indemnified in respect of all damages, losses, costs and expenses (including legal costs) that we may incur in connection with your breach of these Terms.
11.3 Lawful purpose: You must ensure the Products and Services are used in accordance with any applicable laws.
11.4 Order of priority: If there is a conflict or inconsistency between these Terms, the Schedules or a Work Order, the order of priority (from highest to lowest) is the order as set out below:
11.4.1 Work Order;
11.4.2 Schedules;
11.4.3 these Terms.
11.5 Force Majeure: If a Force Majeure Event occurs, we may elect to extend at our discretion the period for performance of an obligation under these Terms as is reasonable in all the circumstances.
11.6 Assignment: You may not assign any ofyour rights or obligations under an Order or these Terms without our prior written consent, which consent cannot be unreasonably withheld.
11.7 Severability: Each clause in these Terms is severable. If any clause is held to be illegal or unenforceable, then the remaining clauses will remain in full force and effect.
11.8 Survival: Clauses 3, 4, 6, 7, 9, 10, 11, and 12 survive if these Terms and any Order ends for any reason.
11.9 Entire agreement: These Terms (including any Quotes and Orders) constitutes the entire agreement between the parties and supersedes all prior communications, representations and agreements in connection with the Products and Services.
11.10 Variation: Any amendment to these Terms can only be made by mutual written agreement of both parties.
11.11 Governing law: These Terms shall be governed by the laws of the State of New South Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of the State of New South Wales.
12. INTERPRETATION AND DEFINITIONS
12.1 Personal pronouns: Except where the context otherwise provides or requires:
12.1.1 the terms “AKA“, “AKAA”, “we“, “us” or “our” refers to AKA Acoustics Pty Ltd (ABN 19 660 209 370); and
12.1.2 the terms “Client“, “you” or “your” refers to any person or entity that enters into an Order with us and/or engages us to provide Products and/or Services, including any related company, related party, officer and authorised person of the relevant person.
12.2 Defined terms: In these Terms, unless otherwise provided, the following terms shall have their meaning as specified:
Affiliate in relation to a party, means any entity: (a) that controls the party; (b) that is controlled by the party; or (c) that is controlled by an entity that also controls the party, where “control” includes direct or indirect control, and Affiliate includes any subsidiary, holding company or operating division of the party from time to time. ACL means the Australian Consumer Law under the Consumer and Competition Act 2010 (Cth) as amended.
Business Day means any day which is not a Saturday, Sunday or designated public holiday or bank holiday in New South Wales.
Charges means any sales tax, excise duties, customs duty, transfer duty, GST or any other taxes, duties, costs or charges applicable in respect of the provision of the Products and Services.
Confidential Information means any non-public, proprietary or confidential information, whether in oral, written, electronic, or other form, that is disclosed by us in connection with these Terms (including the fees), Quotes, Orders and proposals, including but not limited to, technical data, trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, schematics, formulae, works of authorship, customer information, business strategies, financial information, and any other information that you should reasonably understand to be confidential or proprietary to us.
AKA Cap means a maximum amount equal to half (being 50%) of the total Fees (excluding GST) invoiced and paid during the previous 12 months of these Terms, or if the Terms have been operating for less than 12 months, that period.
Fee/s means the fees and costs as set out in a Quote, Order or invoice.
Force Majeure Event means circumstances beyond our reasonable control shall include, but not be limited, to compliance with any laws, regulations, orders, acts, instructions or priority request of any government, or any department or agency, civil or military authority, acts of God, acts of the public enemy, your acts or omissions, fires, floods, strikes, lockouts, embargoes, epidemics, pandemics, wars, labour or material shortages, riots, insurrections or defaults of our suppliers or subcontractors.
GST and GST Law mean the goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all forms of intellectual property rights (whether registered or unregistered) in copyright, designs, patents, trade marks, domain names, trade secrets, know-how, brand name, service mark, trade name, eligible layout rights, works of an industrial, commercial, scientific, literary or artistic nature, Confidential Information, and all other similar proprietary rights and all extensions and renewals thereof anywhere in the world which currently exist and/or are recognised in the future.
Interest Rate means 5% on the full amount owing from the date Payment became due, calculated daily until the date of full and final payment.
Order or Work Order or Offer of Service means any order for Products and/or Services received from the Client, in any form including, without limitation, by electronic means.
Payment means payment of any amount relating to Products and Services.
Personnel includes any natural person or company or independent contractor that a party to these Terms employs or engages and whom a party comes into direct contact with in the course of the provision of the Services (whether or not such persons are Staff providing the Services) and any person who is or was employed or contracted by a party, for any Services outlined in these Terms and/or any Quote or Order;
Platform means all or any of the relevant platforms, mobile applications, electronic interfaces and websites that are owned, provided and/or operated from time to time by us regardless of how it is accessed by users (including via the internet, mobile phone or any other electronic device or other means).
Products means any goods or products that we may provide through a Quote or Order or otherwise.
Quote means any written tender or quotation from AKA to the Client.
Recruitment Fee has the meaning given to it in clause 2.5.2.
Services means any services that we may provide in a Quote or Order or otherwise.
Staff means employees, contractors, Personnel, and/or sub-contractors of a party to these Terms;
Terms means these terms and conditions, including the schedules and any additional terms, conditions, notices and disclaimers displayed elsewhere on the Platform, in a Quote or Order or invoice and includes any additional terms and conditions expressly agreed in writing with you.
Work Products means all papers, documents, memos, letters, databases, drawings, source code, object code, data dictionaries, user manuals, handbooks, data or other deliverables, or other printed, written or computer material created by AKA and/or Staff in connection with the provision of the Products and Services.
12. GUARANTEE & CHARGE OVER LAND
13.1 In consideration for our provision of the Products and Services, you agree to charge all your interest in land in our favour to secure payment of all monies due to us, whether contingently or otherwise.
13.2 You acknowledge that we may lodge a caveat pursuant to the charge hereby created.
13.3 The person/s who signs these terms and conditions for or on behalf of any company hereby, unconditionally, and irrevocably, personally guarantees payment of all monies due and payable to us.
13.4 The person/s who signs these terms and conditions for or on behalf of any company hereby agrees to charge all their interest in land in our favour to secure payment of all monies due to us, whether contingently or otherwise.
13.5 The person/s who signs these terms and conditions for or on behalf of any company acknowledges that we may lodge a caveat pursuant to the charge hereby created.
13. CANCELLATIONS & WARRANTIES
13.1 All refunds, cancellations, and warranty claims regarding Products supplied by AKA Acoustics are governed exclusively by the terms and conditions of the original manufacturer or supplier of those Products. AKA Acoustics acts solely as an intermediary and does not provide any warranties beyond those offered by the manufacturers.
13.2 AKA Acoustics reserves the right to impose an administrative or restocking fee for the coordination of refund or warranty claims. This fee will be calculated as a percentage of the original purchase price and the specific percentage and conditions will be communicated at the time of purchase and reflected on the invoice.
13.3 Decisions regarding the approval or denial of refunds, cancellations, or warranty claims rest solely with the manufacturer. AKA Acoustics is not responsible for these decisions and will not bear any liability for the outcomes of such decisions. The manufacturer’s decision is final and binding.
13.4 AKA Acoustics will not accept any liability, financial or otherwise, for any losses or damages arising from a manufacturer’s refusal to approve a refund, cancellation, or warranty claim. This includes, but is not limited to, lost profits, inconvenience, or other incidental or consequential damages.
13.5 No claims for indirect or consequential loss arising out of or in connection with the Products and Services will be accepted.
13.6 The Client agrees to indemnify and hold AKA Acoustics harmless against any claims, damages, liabilities, and expenses that may arise in connection with the manufacturer’s terms and conditions.
Schedule 1 – Ongoing Support Services
The following terms and conditions will apply to any support services and onsite Products and Services:
Cancellation
AKA provides Services to the Client for a set period of time (Term). The Client must provide AKA with a minimum of 3 months’ written notice to cancel or terminate the AKA Services. Where the Client chooses to cancel those Services early or prior to the end of the Term, the Client will be liable for payment of the Fees in full for the entire Term of the Services.
Rebooking (date move or change)
Any changes to an agreed date must be agreed between AKA and the Client. Changes to any dates requested by the Client will not be permitted without the consent of AKA.
Defects/Errors
For any defects or error discovered by the Client and notified to AKA in writing, AKA will prepare and implement a remediation and rectification plan. Where deemed necessary by AKA, AKA may replace AKA staff/personnel with more suitable AKA staff/personnel.
Pre-Agreed Discounts
AKA may provide the Client with a discount on the cost of the Services where the Term is for a long duration. Any discounts provided by AKA to the Client are subject to change and/or may be revoked where the Client terminates or cancels the Services prior to the expiry of the Term or the Client requests a variation to the Services.
Payment
Any discounts provided by AKA to the Client in relation to costs of the Services will only be applicable if the Client pays all Fees and charges on time and by no later than the due date specified on the AKA invoice.
Schedule 2 – Consulting Services
The following terms and conditions will apply to any consulting Products and Services:
Cancellation
If the Client cancels or terminates the Services prior to the completion of the Services, the Client will be liable for the total Fees for all the Services and work performed up to an including the date of cancellation/termination of the Services, even if the work product or deliverables are not completed by AKA.
Disengagement Fees
In the event that the Client withdraws from the proposal, agreement, Offer of Services, or quotation, for any reason, a disengagement fee equivalent to 25% of the total outstanding value of the Services will be invoiced to the Client. This disengagement fee is payable within 14 days of the invoice date. The disengagement fee is in addition to any fees charged for cancellation under the “Cancellation” clause, which covers work completed up to the date of termination. The disengagement fee applies to cover the value of future work that was planned but will no longer proceed due to the withdrawal.
Rebooking (date move or change)
Any changes to an agreed date must be agreed between AKA and the Client. Changes to any dates requested by the Client will not be permitted without the consent of AKA.
Defects/Errors
The Client will be liable for the cost of a peer review. Any peer review requested by the Client will be carried out by an independent third party. AKA will not be liable to the Client for any third-party works, services, or advice. AKA will not be liable to the Client for the incompatibility of any third-party products with any AKA system design.
Intellectual Property
All Intellectual Property Rights in the AKA work methods and design advice are owned by AKA.
Pre-Agreed Discounts
AKA may provide the Client with a discount on the cost of the Services where the Term is for a long duration. Any discounts provided by AKA to the Client are subject to change and/or may be revoked where the Client terminates or cancels the Services prior to the expiry of the Term or the Client requests a variation to the Services.
Payment
Any discounts provided by AKA to the Client in relation to costs of the Services will only be applicable if the Client pays all Fees and charges on time and by no later than the due date specified on the AKA invoice.
Schedule 3 – Integration Services, Construction and Product Sales
The following terms and conditions will apply to any integration Products and Services:
Product Purchases and Loan Equipment
Any Product purchased or loan equipment is subject to the terms and conditions of the product/equipment vendor, supplier or manufacturer. Any Product discount or return due to a change of mind or the provision of incorrect information by you will be subject to the product/equipment vendor, supplier or manufacturer’s terms and conditions as applicable (including the application of a restocking fee, or the provision of a credit rather than a refund).
Cancellation
Any cancellation or termination must be agreed by AKA. The following additional costs will be applicable where AKA agrees to the cancellation of any Orders for any Product and/or Services:1. restocking fees; 2. a disengagement fee of 5% of the overall quoted price; 3. third-party costs that cannot be cancelled or recovered. Handover services where AKA is required by the Client to handover to another provider and the associated costs are not included. The Client will be liable for and will pay to AKA the additional costs of AKA carrying out any handover services or associated work.
Rebooking (date move or change)
Any changes to an agreed date must be agreed between AKA and the Client. Changes to any dates requested by the Client will not be permitted without the consent of AKA.
Defects/Errors
AKA will not be liable to the Client for any system errors due to the system design where the Client equipment is integrated into the system, or where Client equipment recommendations are integrated into the system, except where the Client has engaged AKA to provide system design consulting services prior to the Client’s system installation or upgrade.
Intellectual Property
All Intellectual Property Rights in the AKA work methods and design advice are owned by AKA.
Pre-Agreed Discounts
AKA may provide the Client with a discount on the cost of the Services where the Term is for a long duration. Any discounts provided by AKA to the Client are subject to change and/or may be revoked where the Client terminates or cancels the Services prior to the expiry of the Term or the Client requests a variation to the Services.
Payment
Any discounts provided by AKA to the Client in relation to costs of the Services will only be applicable if the Client pays all Fees and charges on time and by no later than the due date specified on the AKA invoice.
Equipment
All equipment and/or Products delivered to or left at the Client’s site will be the responsibility of the Client and at the risk of the Client should the equipment and/or Products go missing. AKA will not be liable to the Client for any equipment and/or Products that go missing or are misplaced at the Client site. The Client will be liable for the costs of replacing any equipment and/or Products and the additional cost of purchasing new equipment and/or Products.