C3X Terms and Conditions

 

1) Acceptance
a) By engaging C3X to provide the Services, the Customer is deemed to have accepted these terms and conditions.
b) Acceptance maybe made by
i) signing and returning a copy of this document; or
ii) providing C3X written instructions to proceed with the work detailed in the proposal after receiving this document; or
iii) the supply of a Purchase Order number;
in either case the customer shall be deemed to have read and accepted these conditions
c) Unless C3X otherwise agrees in writing, these are the only terms and conditions that apply to the provision of Services by C3X and the Customer agrees that these terms and
conditions will in all circumstances prevail over any other document, Order or other terms.
d) Subject to clauses 1)e) and 1)e), these terms and conditions and any Order placed and accepted contain the entire agreement between the parties in relation to the provision
of Services and supersede and exclude all prior and other discussions, dealings, representations (contractual or otherwise) and arrangements relating to the provision of Services,
including but not limited to those relating to the performance of those Services or the results that ought to be expected from the Services.
e) If there is an inconsistency between any other terms agreed by the Customer and C3X in writing and/or these terms and conditions, the terms agreed by the Customer and
C3X in writing will prevail to the extent of any inconsistency.
f) The Customer is deemed to have accepted the Services as in accordance with an order unless it notifies C3X in writing to the contrary within 10 days of receipt of the Services
2) Orders
a) All Orders must be placed with C3X at least five (5) business days prior and provide reasonable notice to the proposed Scheduled Service Time.
b) New orders or changes to existing orders placed within 72 hours of the scheduled services may be subject to additional fees at C3X discretion
c) Customer must provide C3X with all the information and documentation that C3X requires to perform the Services in the Order.
d) Customer is responsible for ensuring that all information and documentation provided to C3X in respect of any Order is accurate and not misleading.
e) Customer acknowledges that C3X may modify the Order where it is necessary to enable C3X to provide the Services in accordance with any applicable regulations, laws or the
terms of its licence issued by any Government Agency.
f) C3X has the discretion to accept or reject any Order or any variation or modification of an Order requested by the Customer.
3) Proposal
a) Upon C3X receiving an Order from a Customer, C3X may provide Customer with a Proposal
b) Proposal is valid for a period of 30 days from the date of issue.
c) Any price indications provided by C3X to the Customer or otherwise made available to the Customer are subject to alteration at any time without notice.
d) Acceptance of the Proposal occurs when the Customer provides to C3X confirmation that the Proposal is accepted at which point in time such Proposal becomes binding on
the Customer.
4) Cancellation & Suspension
a) For any Orders accepted which are subsequently cancelled, suspended or rescheduled by the Customer, C3X is entitled to invoice the Customer for the following amounts,
which the Customer will be liable to pay:
i) all costs, expenses and disbursements incurred by C3X in relation to providing the Services pursuant to that Order prior to its cancellation; plus
ii) in relation to time expended by C3X providing Services pursuant to that Order prior to its termination, an amount equal to $250 per hour (ex GST), pro rata part thereof.
b) C3X reserves the right to suspend or terminate services if payments are late, this does not constitute a breach of C3X obligations under this Agreement, additional charges apply
c) C3X may in its complete discretion and without incurring any liability to the Customer do any one of the following:
i. cease or suspend supply of Products to the Customer;
ii. amend these Terms;
iii. prospectively vary the price of any Services or the terms on which those Services are supplied; and
iv. vary or withdraw any credit granted to the Customer.
d) Without limiting clause 4)b), if an Event of Default then C3X may, without prejudice to its other rights, call up monies owed to it by the Customer, retain all monies paid on
account, or cease further deliveries and recover from the Customer all direct, indirect or consequential losses arising there from, including loss of profits, and/or take immediate
possession of any Products not paid for.
e) Customer must provide atleast 30 days advance written notice for any cancellations or notification that it does not wish to renew its service agreement prior to expiry of
agreement. Our agreement will renew on monthly basis as per agreed fees and charges until customer provides written notification to C3X.
5) Warranties
a) All warranties and conditions that are capable of exclusion and would, apart from this provision, form part of these terms and conditions or any Order, are expressly excluded to
the maximum extent permitted by law.
b) Customer will engage the C3X team to establish whether a malfunctioning unit is eligible for repair or replacement.
c) C3X may at its discretion select from the following remedies, at its discretion:
i) repairing hardware; or
ii) swapping a hardware, or component thereof, with an equivalent replacement
iii) issuing credit towards future purchase
d) If equipment has been damaged by customer or out of C3X’s control, the cost of repairs and maintenance (labour and parts and additional charges) will apply, as will shipping
costs associated with returning the equipment to the customer.
e) In circumstances where the Customer provides C3X with information, designs or other material (Customer Material) to enable C3X to provide the Services, the Customer warrants
and represents to C3X that:
i) Customer has the power, authority and capacity to provide the Customer Material to C3X;
ii) the provision of the Customer Material to C3X is not in breach of any obligations owed by the Customer to any third party;
iii) the use of the Customer Material for the purposes of the Services by C3X does not and will not infringe any third party's Intellectual Property Rights; and
iv) the Customer Material is true and accurate in all respects and free from errors and is not misleading or deceptive.
6) Disclaimer
a) The materials and functionalities available on the service are provided “as is” and without warranties of any kind. To the fullest extent permissible pursuant to applicable law, C3X
disclaims, on behalf of itself and its affiliates and licensors, all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a
particular purpose and non-infringement. C3X does not warrant that the functions on the service will be uninterrupted or error-free, that defects will be corrected, or that the
service will be free of viruses or other harmful components. C3X does not make any representations or warranties regarding the use or the results of the use of the materials or
functions on the service in terms of their correctness, accuracy, reliability, results to be achieved, or otherwise. Applicable law may not allow the exclusion of implied warranties,
so some or all of the foregoing disclaimers may not apply to you.
7) Limitation of Liability and Insurance
a) Except where legislation prevents C3X's liability from being limited, or where a limitation of liability would otherwise render C3X liable to a penalty, C3X's liability in connection
with the provision of Services is limited to any one of the following as determined by C3X in its sole discretion:
i) C3X providing the Services again; or
ii) the refund of the fees paid by the Customer to C3X for the Services.
b) To the extent the law permits and notwithstanding any other clause of these terms and conditions, C3X excludes all liability whatsoever to Customer for any Consequential Loss.
c) Customer accepts that the C3X gives no warranty that the Equipment is suitable for the Customers purpose.
d) C3X holds insurance for Products and Public Liability ($10M) and Professional Indemnity ($1M), these insurances maybe subject to change at C3X sole discretion. A copy of
Certificate of Currency is available upon request.
e) Should the Customer request additional insurance coverage, premium uplift fees will be charged to the Customer on a per-project basis. These charges can be provided on
request and will be subject to confirmation with our insurers.
8) Indemnity
a) Customer must indemnify, and keep indemnified, C3X from and against any Loss or claims, including any third-party claims, arising out of a breach of these terms and conditions
by the Customer or anyone else authorised to represent the Customer.
9) Damage Waiver
a) If the Equipment is damaged and the Customer has purchased damage waiver cover, the C3X agrees to waive its rights to claim against the Customer except that the Customer
is liable to pay an excess to the C3X of $500.00 or 20% of the value of the replacement cost of the Equipment, whichever is the greater.
b) The decision as to whether an item of Equipment is to be replaced or repaired is at the sole discretion of the C3X.
c) Damage waiver will not apply unless the Customer is able to establish to the reasonable satisfaction of the C3X that none of the below exclusions apply. Damage waiver will not
apply if the loss or damage is caused by:
i) physical loss of the Equipment;
ii) theft of the Equipment;
iii) misuse, abuse or overloading of the Equipment;
iv) wrongful conversion of the Equipment;
v) a contravention of these Conditions;
vi) use of the Equipment in violation of any laws and regulations or contrary to any instructions for use of the Equipment;
vii) electrical faults;
viii) events for which the Customer has accepted liability;
ix) the negligent, reckless or wilful conduct of the Hirer;
10) Consents, permissions and approvals
a) Unless otherwise agreed in writing by C3X, the Customer must obtain all necessary consents, permissions and approvals that may be required under any law or regulation, from
a Government Agency or from any owner, lessee and occupier of land (as applicable) to enable C3X to provide the Services specified in an Order, including but not limited to
any landholder's permission required to take and use information and footage of their property or otherwise provide the Services.
b) Where a consent, permission or approval required under clause 10)a) is not obtained, the Customer will be liable for the cancellation fees set out in clause 4) and any additional
charges set out in clause 17)
c) C3X will not be liable for any costs associated for changes in consents or permissions.
11) Sub-Contracting
a) C3X may sub-contract to any suitably qualified person and on any terms, the performance of part or all of the services.
12) Provision of Services
a) C3X will endeavour to provide the Services to the Customer as close as possible to the Scheduled Service Time.
b) Time is not of the essence under this clause 12) and C3X shall not be liable for any failure or delay in the provision of Services for any reason whatsoever.
c) Notwithstanding any other clause in these terms and conditions, the Customer acknowledges and agrees that C3X's capacity to provide the Services to the Customer at the
Scheduled Service Time is subject to variables including but not limited to:
i) site access, equipment access, telecommunications and data hosting;
ii) weather conditions;
iii) obtaining all necessary consents, permissions and approvals under clause 10);
iv) compliance with all laws and regulations applicable to C3X's operations and the provision of Services; and
v) compliance with all C3X policies, systems and guidelines, including in regard to safety.
d) The weather or conditions specified in clause 12)c) extend to situations where C3X deems it unsafe or impractical to provide the Services.
13) Availability of Service
a) Customer acknowledges and agrees that environmental conditions, terrain, weather, foliage, buildings, construction, equipment, hosting, telecommunications, damage, theft,
and other factors, may impact the provision of the Services by C3X and C3X shall not incur any liability to the Customer in respect of such factors.
b) C3X will not be liable for any vandalism, negligence, force majeure, theft or damage in transit. C3X is able to offer proposal for repair for which customer can accept of decline.
c) In the unlikely event that C3X or any of its suppliers cease to manufacture or support equipment, C3X shall with reasonable endeavours provide ongoing access to server for
twelve (12) months from the from original date of purchase and invoice. Fees would continue to be charged in accordance with the terms outlined in this Agreement
14) Installation Services
a) Where C3X is required to undertake Installation Services which results in C3X's equipment or property being installed or otherwise remaining on a premises other than C3X's
premises, the Customer is liable for any damage occasioned to that equipment or property to the extent caused by or contributed to by the Customer or its employees, contractors,
agents or any other person, however so arising.
b) Customer must not, and must ensure that third parties do not, move or otherwise tamper or interfere with any equipment or property of C3X at any time
c) Where working at heights, elevated work platforms, security clearance or special access sites or equipment hire, or negotiation for building owners, property managers or body
corporates, customer accepts that additional charges will apply, C3X will not be liable for any costs associated with servicing, maintenance or trouble shooting defects, and
customer will cover C3X for all costs including but not limited to labour, servicing, maintenance, trouble shooting, repairs, warranty repairs, equipment hire, installation and
removal, body corporate and site rental fees in advance.
d) Where the Customer requires any C3X equipment or property to be moved or relocated, the Customer must notify C3X in writing providing full details of the Customer's
requirements. If any equipment or property is required to be moved or relocated, C3X reserves the right to charge a fee for this service at the prevailing rates advised by C3X.
e) All and any equipment or property installed by or on behalf of C3X in connection with the provision of Services will at all times remain the property of C3X. C3X has the right to
register a security interest over that equipment or property pursuant to clause 24) of these terms.
15) Period of Hire
a) Hire is charged whilst the Equipment is out of the possession of the C3X and is based on either a minimum of 8 hours per day (if charged by the hour) or 1 day (if charged daily)
or 1 month (if charged monthly) or 1 year (if charged yearly). The C3X may charge an additional fee for any hire period in excess of stated period.
b) The minimum hiring period for Equipment may vary from item to item.
16) Price
a) Subject to clauses 4), 14) and 17), and 17) unless otherwise agreed in writing by C3X, the price for the Services shall be the price stipulated in the Proposal. All prices and fees
are subject to review every six months. As a minimum, adjustments are effective from 1 July each year.
17) Additional Charges
a) Any additional services beyond the scope of the Proposal will be charged at a rate of $250 (ex GST) per hour per person or such other rate notified by C3X in the Proposal or
otherwise agreed in writing by authorised representative of C3X and Customer.
b) Additional charges for additional services not covered by original estimates will submitted by C3X as a variation to the original proposal.
c) All costs related and not limited to site scoping and meetings, relocating or repositioning equipment, call outs, story board creation, talent fees, service and maintenance, labour,
parts, data hosting, cloud storage, transfer of data and files, RAW images, clean files, parking, equipment hire, traffic management, working at heights, permits or approvals
compliance with customer specific policies, terms and procedures, legal, regulatory requirements, site rental and landlord fees, delivery and pick up fees, required to deliver
services are considered additional and excluded, and customer agrees to reimburse C3X for all costs in full.
d) Hire rates cover the fee for hiring the Equipment only. If the Customer requires the Equipment to be delivered, the Customer must pay a charge for transporting the Equipment,
including loading at the designated premises and unloading at the required destination, installation and removal. Collection charges also apply if the Equipment is to be collected
from the Customer at the end of the hire period. Any other additional services provided by C3X to the Customer will be paid for by the Customer at C3X’s applicable rates.
e) Where Government approvals, government agency fees, landlord approvals, site rental fees or body corporate fees apply, customer is responsible for all costs.
f) Customer will reimburse in full all travel- related expenses (and any other disbursements nominated by the C3X such as:
i) Vehicle costs $1.20 per km and/or all vehicle equipment hire charges
ii) Travelling time with C3X’s rate $150 (ex GST) per hour per person
iii) Accommodation, taxi fares, road tolls, meals, courier, postage and allowances.
g) Additional services managed by C3X maybe be treated as a disbursement and itemised separately on our invoice, travel, accommodation and associated living expenses will be
a customer disbursement unless otherwise C3X states otherwise. Project related disbursements generally incur 10 per cent (10%) admin fee, unless otherwise agreed.
h) In the event that the Customer fails to provide access to C3X for the provision of Services at the Scheduled Service Time, the Customer will reimburse C3X's at a rate of $250 (ex
GST) per hour per person including but not limited to labour, travel and disbursements, payment surcharges and fees
i) Travel costs are additional and excluded unless stated otherwise in Proposal
18) Occupational Health and Safety
a) Customer agrees that it will provide a safe and healthy workplace for C3X and its employees
b) Customer agrees that it will comply with all occupational health and safety and associated legislation, regulations and codes of practice applicable or associated with the Services.
C3X™ © 12 Aug 2020 - Confidential
19) Force Majeure
a) C3X is not liable for any failure to purchase or perform any of its obligations under these terms and conditions as a result of any event beyond its reasonable control including,
without limitation, where C3X is prevented or hindered from providing the Services as a result of any pandemics, strikes, shut downs, lockouts or other labour difficulty, inability
to obtain any necessary materials, products, equipment, facilities or services from usual suppliers on usual terms, power or water shortage, accidents or breakdowns of plant,
machinery, software, hardware or communication network or weather conditions, consents, permissions and approvals of any kind. In such circumstances, C3X may suspend
performance of any obligations under these terms and conditions while the event continues. C3X shall not incur any liability to the Customer in respect of such suspension.
b) If any of the above events occur for more than 10 days, C3X may, without liability, terminate any affected Services and/or these terms and conditions immediately by notice in
writing.
20) Payment and Default
a) Subject to clauses 4), 14), 14), 16), 17), 14) and 17) unless otherwise agreed in writing by C3X (including where otherwise identified on any Invoice issued by C3X), all Invoices
and Additional Charges shall be payable by Customer in advance, upfront, direct debit or with strict 14 days payment terms from the date of the Invoice, as directed by C3X.
b) C3X may, in its sole discretion, require full upfront payment, direct debit, minimum advance monthly payment of invoice, deposit for all fees or Additional Charges prior to the
provision of Services. Where Services are to be provided on the basis of an hourly rate, a pre-payment for the estimated number of hours to perform the Services (as predetermined by C3X) will be required, unless otherwise agreed in writing by C3X.
c) All payments to be made by direct deposit into C3X's nominated bank account, direct debit or by credit card as per Invoice.
d) All queries relating to invoices, must be received by C3X in writing, prior to the terms set-out on the invoice and proposal. Customer must be notify C3X in writing of any disputed
amounts within 5 days. All non-disputed amounts must be settled in accordance with the original payment terms. Once the dispute is resolved, the balance of the invoice must
be settled within 7 days
e) C3X reserves the right to charge interest on any overdue amount or additional charges from the due date until payment is received in full by C3X.
f) The Customer agrees to bear all costs incurred by C3X in collecting any overdue amounts including but not limited to collector agency fees, legal fees and court costs, on a full
indemnity basis, if;
i) Customer defaults on any payments or is unable or states it is unable to pay its debts as and when they fall due;
ii) Customer being an individual commits an act of bankruptcy or has a controller or trustee appointed in respect of the Customer's estate or any part of the Customer's
property or assets;
iii) Customer being a company passes a resolution for its winding up or enters into liquidation or has an application for winding up filed against it;
iv) a receiver, recover and manager, controller or voluntary administrators is appointed over any part of the property or assets of the Customer; or
v) Customer experiences any analogous event having substantially similar effect to any of the events specified above,
then C3X may, at its option, cancel any Order and/or cease to provide Services without notice to the Customer and without prejudice to any other action or remedy
which C3X has or might otherwise have under these terms and conditions. In such circumstances, all monies owing and outstanding to C3X on any Invoice and
irrespective of whether the due date on any Invoice has occurred or passed shall become immediately due and payable.
g) C3X is and will be entitled at any time to demand the return of the Equipment and the Customer must do all things necessary to immediately permit the Customer, without
notice and without liability to the C3X, to enter and access any premises occupied by the Customer in order to search for, locate, identify, retrieve and remove Equipment.
h) If an Event of Default occurs, then without prejudice to C3X other rights, C3X may without notice to the Customer enter any premises occupied by the Customer or any other
place where the Products may be and recover possession of them. If the Customer sells any of the Products while any money is owed to C3X, the Customer must keep the
proceeds of the sale in a separate account and not mix them with any other funds and will hold such funds, whether mixed or otherwise, on trust for C3X.
i) Direct debit payments, you authorise:
i. C3X to arrange for funds to be directly debited from your nominated account (the details of which you provided to us over the phone, in writing, or in the Direct Debit
application form provided to you by us) and for the amount that is determined nominated by C3X, which C3X may debit until further notice in writing. Direct debit fees
and charges apply.
ii. C3X to verify the details of your nominated account with your financial institution
iii. Your financial institution to release information allowing C3X to verify your nominated account and payments.
21) Late Payment Fees & Interest
a) If payment is not received by C3X on or before the Due Date, the Customer agrees to pay late payment fee of 30% of total value for every invoice owing plus additional interest
on all amounts owning and not paid by the due date at an interest rate equal prescribed by the Penalty Interest Rates Act 1983 from time to time plus two hundred (200) basis
points. The interest will accrue from day to day on and from the Due Date to the date payment is made in full and will compound every thirty (30) days.
b) All payments received from the Customer shall be applied by C3X first towards reduction of any interest owing and then in reduction of any principal amount on a first in first
out basis.
22) Dispute Resolution
a) Customer must not start arbitration or court proceedings (except proceedings seeking injunctive, declaratory or interlocutory relief or relating to debt recovery) in respect of a
dispute arising out of these Conditions (Dispute) unless it has complied with this clause.
b) A party claiming that a Dispute has arisen must notify the other party, giving details of the Dispute.
c) During the 30 day period after a notice is given (or such longer period agreed in writing by the parties) (Initial Period) each party (Disputant) must use its best efforts to resolve
the Dispute in good faith.
d) If the Disputants are unable to resolve the Dispute within the Initial Period, each Disputant agrees that the Dispute must be referred for mediation, at the request of either
Disputant, to:
i. a mediator agreed on by the Disputants; or
ii. if the Disputants are unable to agree on a mediator within 7 days after the end of the Initial Period, a mediator nominated by the then current President of the Law Institute
of the applicable State or Territory or the President's nominee (a copy of this Agreement constitutes proof of the party's agreement to respect his or her nomination).
iii. The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a Disputant unless that Disputant has
so agreed in writing.
iv. Any information or documents disclosed by a Disputant under this clause must be kept confidential, are provided on a without prejudice basis and not be used except to
attempt to resolve the Dispute.
v. Each Disputant must bear its own costs of complying with this clause and the Disputants must bear equally the costs of any mediator engaged.
vi. C3X reserves the right to charge the Customer the current rates (and any interest accrued in accordance with this agreement for the period of time the parties are in Dispute
if the Customer has retained possession of the Equipment during the period of the Dispute.
23) Rights in Equipment
a) Title to any Equipment does not pass from the C3X to the Customer unless agreed in writing.
b) All risk in the Equipment passes to the Customer at the time of delivery.
c) Customer must keep the Equipment safely stored and physically separate from all other Equipment
d) The C3X may inspect the Equipment from time to time during the hire period and the Hirer will permit or procure admission for representatives of the Owner to the premises
upon which the Equipment is situated for that purpose
e) Customer accepts full responsibility for the safe keeping of the Equipment during the hire period and to return the Equipment to the C3X at the conclusion of the hire and/or
service period
f) The customer will at its own expense take out and maintain all appropriate and prudent policies of insurance for the duration of the hire or service period and upon request will
provide copy of such insurance policies
24) Personal Property Security Act (“PPSA”)
a) The Customer acknowledges that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all of the
Customer's present and after-acquired goods supplied by C3X (including any equipment or property supplied in connection with the provision of Installation Services).
b) C3X and the Customer agree that nothing in sections 130(1)(a) and 143 of the PPSA will apply to these terms and conditions.
c) The Customer waives its rights as a debtor under sections 92, 93, 94, 95, 97, 118, 121, 132, 135, 137, 140 and 142 of the PPSA.
d) The Customer further agrees that where C3X has rights in addition to those under Chapter 4 of the PPSA, those rights continue to apply.
In this clause:
“security agreement” means the security agreement under the PPSA created between the Customer and C3X; and
“security interest” has the meaning given to it by the PPSA
25) Release
a) Except where legislation cannot be excluded or would make this clause illegal, or where the inclusion of this clause would otherwise make C3X liable to a penalty, the Customer
releases C3X from any claim that is made against C3X for damages or otherwise in respect of any Loss, damage, death or injury arising from negligence or otherwise caused
directly or indirectly by or arising from the provision of Services except to the extent that such Loss, damage, death or injury has been caused by C3X.
26) Severance
a) If any provision of these terms and conditions or its application to any person or circumstance is or becomes invalid, illegal or unenforceable, the provision shall, so far as possible,
be read down to such extent as may be necessary to ensure that it is not invalid, illegal or unenforceable.
b) If any provision or part of it cannot be so read down the provision or part of it shall be deemed to be void and severable and the remaining provisions of these terms and
conditions shall not in any way be affected or impaired.
27) Variation and Assignment
a) These terms and conditions may be varied by agreement between the parties in writing only.
b) C3X may delegate or assign all or any of its rights or obligations to a third party.
c) The Customer may not assign its rights under these terms and conditions without C3X’s prior written consent.
d) C3X has the right to vary these Terms at any time by notice to the Customer and thereafter the varied Terms are binding on the Customer. If the Customer does not wish to be
bound by the new Terms then it must immediately cease to acquire services on credit.
28) Governing Law
a) These terms and conditions are governed by the law of the State of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the Courts exercising jurisdiction in
Victoria and waives any right to claim that those Courts are an inconvenient forum.
29) GST and Other Taxes and Duties
a) Notwithstanding any other clause in these terms and conditions, to the extent that any supply made under or in connection with these terms and conditions is a taxable supply
(as defined by GST Law), the Customer must pay to C3X, in addition to the consideration provided for under these terms and conditions for that supply an amount (additional
amount) equal to the amount of that consideration multiplied by the rate at which GST is imposed in respect of the supply.
b) The Customer must pay to C3X the additional amount at the same time as the consideration to which it is referable. The Customer is responsible for paying any other duties,
taxes or charges, including any stamp duty (if applicable), in relation to the provision of Services.
30) Intellectual Property
a) All Intellectual Property Rights in anything created or produced by C3X in carrying out the Services for the Customer will be retained by C3X absolutely.
b) C3X grants to the Customer a non-exclusive, non- transferrable licence to exercise all Intellectual Property Rights in the material created for the Customer in the provision of the
Services but only to the extent necessary for the Customer to have full use and enjoyment of the Services as contemplated by these terms.
31) Waiver
a) Waiver by C3X of a breach of these terms and conditions or of any right or power arising on a breach of these terms and conditions must be in writing and signed by C3X.
b) A right or power created or arising on a breach of these terms and conditions is not waived by any failure to exercise or delay in exercising, or a partial exercise of, that or any
other right or power.
32) No Right to Offset
a) No amount owing whether present or future, actual, contingent or prospective and on any account whatsoever by the Customer to C3X may be offset against any amount
owing whether present, future, actual, contingent or prospective of the Customer to C3X hereunder on any other account whatsoever.
33) Privacy
a) By signing these terms and conditions, the Customer agrees that C3X may collect, use and disclose personal information, including name, address, contact details and any other
information reasonably required for the provision of the Services and Marketing purposes.
b) The Customer authorises C3X to use the Customer's name, logo and a sample of the deliverables of the Services in C3X's marketing material. Where C3X provides clean footage
or deliverables, and customer makes changes or repurposes customer agrees to provide C3X all final versions of deliverables to C3X upon request.
c) For more information, see our Privacy Policy at www.c3x.com.au
34) Site Security
a) Customer agrees not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any portion of
the Service or enforce limitations on use of the Service or the content therein
b) Customer is prohibited from violating, or attempting to violate, the security of the Service, including without limitation to conduct a denial of service attack or other attack.
c) C3X does not guarantee confidentiality with respect to any material you submit to or through the Service
35) Archiving
a) C3X will use its reasonable endeavours to keep and store all masters and original footage created in the provision of the Services for a period of 12 months from the date of
creation, after which they will be destroyed. If the Customer wishes for C3X to keep anything beyond this time the Customer must advise C3X in writing and additional charges
may apply.
b) C3X is not responsible, and shall incur no liability to the Customer, for any Loss suffered by the Customer arising, whether directly or indirectly in relation to the retention of
masters and original footage pursuant to clause 17) a).
36) Confidentiality
Subject to clauses 17) and 17), each party acknowledges the confidential nature of the Confidential Information and undertakes and agrees that it will:
a) only use the other party's Confidential Information for the purposes contemplated by these terms and conditions;
b) take reasonable steps to keep all of the other party's Confidential Information confidential;
c) not, without the other party's prior written consent, disclose, publish or make any part of the other party's Confidential Information known to any person; and
d) not use, or attempt to use, any of the other party's Confidential Information for its own purposes or the purposes of a third party or do or omit to do any act or thing involving
the use of that Confidential Information that may injure or cause loss to the other party, without the other party's written consent.
37) Trusts
a) These Terms bind the Customer both personally and as trustee of any trusts of which the Customer is trustee.
38) Definitions
In these terms and conditions:
"Additional Charges" means the charges set out in clause 17);
"Business Day" means a day that is not a Saturday, Sunday, public holiday or bank holiday in Victoria;
"Confidential Information" means all and any information of a confidential nature including Intellectual Property Rights, financial, customer and employee information, supplier information, product specifications, processes,
statements, formulae, trade secrets, drawings and data which is not in the public domain, except by virtue of a breach of the confidentiality obligations arising under this or any other agreement between the parties;
"C3X" means C3X Pty Ltd (ACN 606 157 091) and its agents, servants and employees and any related bodies corporate as defined in the Corporations Act 2001 (Cth);
“Consequential Loss” means any loss or damage suffered by a party or any other person which is indirect or consequential, including but not limited to loss of revenue, loss of income, loss of business, loss of profits, loss of goodwill
or credit, loss of business reputation, future reputation or publicity, loss of use, loss of interest, damage to credit rating, or loss or denial of opportunity;
“Customer” means any person offering to contract with C3X on these terms and conditions including that person's agents, servants and employees and any related bodies corporate as defined in the Corporations Act 2001 (Cth);
“Equipment” means any item hired by the Customer from the C3X
"Government Agency" means any government or any governmental, semi-governmental, fiscal, monetary, judicial or statutory agency, authority, tribunal, commission, body or other entity, with power, authority or jurisdiction in
any part of the world;
"Installation Services" means the installation by C3X of C3X property or equipment as required to be installed in accordance with an Order;
"Intellectual Property Rights" means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions,
confidential information and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable;
“Invoice” means the invoice issued by C3X to the Customer setting out the amount to be paid by the Customer;
"Loss" means any loss or damage whatsoever and howsoever caused and includes, without limitation, injury to or death of any person, damage to any real or personal property (including intellectual property) of any person, loss
of income or profits, actual or prospective liability to any third party, any legal costs and any indirect or Consequential Loss or damage;
“Order” means any order for Services placed by the Customer with C3X, in a form acceptable to C3X;
“Payment surcharge” means an additional amount charged by a C3X when you pay for goods or services by one form of payment including but not limited to merchant fees, credit card, direct debit, EFTPOS, subscription fees,
and monthly fees
"Proposal" means the proposal provided by C3X to the Customer as to the fees for Services;
"Scheduled Service Time" means the date and time agreed by the Customer and C3X that C3X will provide the Services; and
"Services" means all services provided by C3X to the Customer, including any products, advice or recommendations as agreed between the Parties pursuant to an Order, which may include Installation Services.
“Travel related expenses” means costs and time incurred in travel properly incurred to fulfil the terms of this contract;