Unless agreed in writing by Creo Group Pty Ltd, all goods and services provided by Creo Group Pty Ltd ACN 672 208 945 trading as NVYRO Systems (“NVYRO”, “we”, “us”, “our”) to the person or entity identified in the relevant quote, project proposal, purchase order or invoice (“Client”, “you”, “your”) are subject to the below standard terms & conditions.
1. Agreement
1.1 For the avoidance of doubt, issued purchase orders are deemed to incorporate these terms and conditions and constitute an offer by the Client to purchase the Products or Services subject to these terms and conditions.
1.2 If a Purchase Order issued by the Client includes any other terms and conditions, they agree that those terms and conditions are excluded and these standard terms and conditions represent the entirety of the agreement between Creo Group Pty Ltd (trading as NVYRO Systems) and the Client.
1.3 These Terms and Conditions prevail over any inconsistency or conflict with any terms set out in any document provided by the Client.
2. Goods & Services Tax
2.1 All prices are quoted in Australian Dollars (AUD) and are exclusive of Goods & Services Tax (GST). GST will be added to invoices at the rate prescribed by Australian law (currently 10%) and is payable by the Client.
3. Travel
3.1 Any travel to the site/office/customer location (domestic or international) is by mutual acceptance in writing between both the Client & Creo Group Pty Ltd.
3.2 Flights & accommodation are paid for by the Client, or charged back to the Client by Creo Group Pty Ltd at cost. All travel & accommodation is in accordance with the Client’s corporate travel policy.
4. Limitation of Liability
4.1 Where any condition, warranty, right or guarantee is implied into this Agreement by law (including the Australian Consumer Law) and cannot lawfully be excluded, Creo Group Pty Ltd’s liability for breach is, to the maximum extent permitted by law, limited at Creo Group Pty Ltd’s option to: (a) in the case of goods, the replacement of the goods, the supply of equivalent goods, the repair of the goods, or the payment of the cost of replacing, supplying equivalent, or repairing the goods; and (b) in the case of services, the supply of the services again, or the payment of the cost of having the services supplied again.
4.2 Subject to Clause 4.1, and to the maximum extent permitted by law, Creo Group Pty Ltd’s total aggregate liability to the Client arising out of or in connection with this Agreement, whether in contract, tort (including negligence), under statute, in equity, or otherwise, is limited to the greater of (a) the proceeds actually payable under relevant insurance held by us for the relevant claim, and (b) the total fees paid by the Client under the relevant quote, project proposal, purchase order, or invoice giving rise to the claim in the twelve (12) months immediately preceding the event giving rise to the claim.
4.3 To the maximum extent permitted by law, neither party will be liable to the other for any indirect, consequential, special, or incidental loss or damage, including (without limitation) loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, or loss of anticipated savings, however arising and whether or not the party was advised of the possibility of such loss.
4.4 The limitations and exclusions in this clause do not apply to liability arising from: (a) fraud or wilful misconduct; (b) death or personal injury caused by negligence; (c) breach of confidentiality obligations; (d) the Client’s obligation to pay fees properly invoiced under this Agreement.
4.5 The Client acknowledges that the limitations and exclusions in this clause are reasonable having regard to the fees payable under this Agreement and the nature of the goods and services supplied.
5. Intellectual Property Rights and Intellectual Property
5.1 Intellectual Property Rights and Intellectual Property means all copyright and analogous rights, all rights in relation to inventions (including patent rights), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets), know-how, circuit layouts and all other rights throughout the world resulting from intellectual activity in the industrial, scientific or artistic fields.
Background IP
5.2 Background IP means Intellectual Property Rights owned or licensed by a party that exist as at the date of this Agreement, or that are developed independently of this Agreement (whether before, during, or after the term).
5.3 The Client acknowledges that Creo Group Pty Ltd remains the owner of all Creo Group Pty Ltd Background IP. Creo Group Pty Ltd acknowledges that the Client remains the owner of all Client Background IP.
Project IP
5.4 Project IP means those Intellectual Property Rights, created, discovered, or coming into existence by Creo Group Pty Ltd’s execution of this Agreement.
5.5 The Client acknowledges that Creo Group Pty Ltd is the owner of all Project IP generated in the execution of this Agreement. In respect of services supplied under this Agreement, Creo Group Pty Ltd grants the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use the Project IP for the Client’s internal business purposes.
6. Warranty
6.1 Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
6.2 Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
7. Governing Law and Jurisdiction
7.1 These terms and conditions, and any agreement to which they apply, are governed by the laws of South Australia, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of South Australia and of the courts entitled to hear appeals from them.