(1) By:
(a) purchasing goods and/or services from Area9, you the client (‘Client’); or
(b) supplying goods and/or services to Area9, you the supplier (‘Supplier’), confirm your agreement to be bound by these Standard Terms of Business, as amended from time to time and made available at www.area9.com.au/legal.
(2) The term of this agreement shall commence on the date on which you:
(a) first request provision of goods and/or services from Area9; or
(b) first provision of goods and/or services to Area9,
(as the case may be) and shall continue until such time as Area9 advises in writing this agreement is terminated, or this agreement is terminated in accordance with clause (35).
(3) Area9 documentation may not be copied, photocopied, reproduced, translated or reduced to any electronic medium or machine readable form, in whole or part, without the written consent of Area9, except in the manner (if any) described in such documentation.
Copyright 2007 Area9. All Rights Reserved.
All product, brand or trade names used in Area9 documentation are trademarks or
registered trademarks of their respective owners. All Rights Reserved.
(4) All goods provided to Client from Area9 remain the property of Area9, notwithstanding delivery to Client, until payment in full for those goods is received by Area9.
(5) All goods supplied to Area9 from Supplier remain the property of Supplier, notwithstanding delivery to Area9, until payment is made in full for those goods.
(6) All risk in goods provided to Client shall pass to Client on delivery.
(7) All risk in goods supplied to Area9 shall pass to Area9 upon completion of delivery, unless otherwise agreed in writing.
(8) Return of goods to Area9:
(a) No claim for return of goods will be recognised by Area9 unless received by Area9 within 5 days of Client receipt of goods; and
(b) Unless expressly allowed otherwise by Area9, goods procured to Client instructions or specifications are non returnable; and
(c) Subject to clause (31) opened goods are non returnable.
(9) Client acknowledges and agrees to the end-user licence agreement terms and conditions (if any) pertaining to the goods and/or services provided to Client by Area9.
(10) Area9 shall provide the specified goods and/or services to Client during the term of this agreement.
(11) Supplier shall provide the goods and/or services described on Area9 purchase orders to Area9 during the term of this agreement.
(12) Payment shall be made by Client to Area9 before the delivery of goods and/or the performance of the services, except where Client enjoys a current credit facility with Area9. In the event Client enjoys a current credit facility with Area9 Client agrees to pay Area9 the goods and services fees in accordance with Area9’s invoice, without deduction, within the time period specified on the invoice.
(13) Payment shall be made by Area9 to Supplier 30 days after full delivery of goods and/or full performance of the services to Area9, unless otherwise agreed in writing.
(14) Client shall reimburse to Area9 all expenses incurred by Area9 in providing goods and/or services including, but not limited to travel expenses, accommodation expenses, parts and other consumables. Area9 shall first obtain the written consent of Client to incur the cost.
(15) Client will pay any goods and services tax payable in relation to goods and/or services provided by Area9.
(16) Area9 will pay any goods and services tax payable in relation to goods and/or services supplied by Supplier to Area9.
(17) Unless expressly stated otherwise taxes shall be included in the fees shown; however:

(a) Client acknowledges that should new taxes be introduced or existing taxes be amended during the term of this agreement, Area9 reserves the right to adjust its pricing accordingly.
(b) Area9 acknowledges that should new taxes be introduced or existing taxes be amended during the term of this agreement, Supplier reserves the right to adjust its
pricing accordingly.
(18) The failure of Area9 at any time to insist on performance by Client and/or Supplier of any obligation under this agreement is not a waiver of Area9’s right:
(a) to insist on the providing of, or
(b) to claim damages for breach of,
that obligation unless Area9 acknowledges in writing that the failure is a waiver; and any delay in exercising Area9’s right is not a waiver of that right or any other right including the right to insist on performance of that or any other obligation at any other time.
(19) Client agrees to provide Area9 and its personnel access to Client’s premises and such information and equipment as is reasonably necessary to enable Area9 to provide the goods and/or perform the services.
(20) Area9 agrees to provide Supplier and its personnel access to the Area9’s premises and such information and equipment as is reasonably necessary to enable Supplier to provide the goods and/or perform the services.
(21) The intellectual property rights in all intellectual property owned by any of the parties (if any) at the commencement date of this agreement remains the property of that party.
(22) The intellectual property rights in all intellectual property developed by Area9, in providing the goods and/or performing the services to Client shall become and remain the property of Area9.
(23) The intellectual property rights in all intellectual property developed for Area9 by Supplier, in providing the goods and/or performing the services shall become and remain the property of Area9, unless expressly agreed otherwise in writing.
(24) Area9, its agents and employees, will ensure that all confidential information of Client and/or Supplier is not disclosed to any person other than as permitted by Client and/or Supplier (as the case may be) in writing or as required by law.
(25) The:
(a) Client, its employees and agents; and/or
(b) Supplier its employees and agents,
shall not disclose or permit to be disclosed to any third party any confidential information of Area9, except as permitted by Area9 in writing or as required by law.
(26) The:
(a) Client; and/or
(b) Supplier,
shall not, without the written approval of Area9, disclose to any third party (other than their legal advisers, or otherwise as required by law) any of the terms of this agreement.
(27) The:
(a) Client; and/or
(b) Supplier,
will not, without the prior written consent of Area9, assign or attempt to assign its rights or obligations under this agreement.
(28) The Indemnifying Party indemnifies the other party against all expenses (including without limitation legal expenses) damages, losses and costs incurred or awarded by or against the other party as a result of any injury or death to any person caused by any negligent act or omission, or wilful misconduct of the Indemnifying Party.
(29) For the purposes of clause (28) the Indemnifying Party and the indemnified party is either:
(a) Client indemnifying Area9; or
(b) Area9 indemnifying Client; or
(c) Supplier indemnifying Area9; or
(d) Area9 indemnifying Supplier,
as the case may be, and for the avoidance of doubt nothing in this agreement can be construed as creating a relationship between Client and Supplier.
(30) To the extent permitted by law, Area9 excludes all liability for any:
(a) indirect or consequential expenses, losses, damages or costs incurred by or awarded against Client arising in any way out of or in relation to the supply of goods
and/or services.
(b) indirect or consequential expenses, losses, damages or costs incurred by or
awarded against Supplier arising in any way out of or in relation to the provision of
goods and/or services.
(31) Client shall receive the benefit of all warranties and conditions which are implied by law and which Area9 may not lawfully exclude.
(32) Area9 shall receive the benefit of all warranties and conditions which are implied by law and which Supplier may not lawfully exclude.
(33) Subject to clause (31), but to the fullest extent permitted by law, Area9 excludes all warranties and conditions and limits its liabilities for a breach of an express or implied term, condition or warranty of this agreement to one of the following at the option of Area9:
(a) in the case of provision of goods, to the: (i) replacement of the goods; or (ii) repair of the goods; or (iii) cost of replacing the goods; or (iv) cost of repairing the goods; and (b) in the case of performance of services, to the: (i) supplying of the services again; or
(ii) cost of supplying the services again.
(34) Area9’s liability arising from any warranty or condition of contract for the provision of goods and/or services, whether arising through the negligence of Area9, its servants or agents or otherwise, is limited to one of the following at the option of Area9:
(a) in the case of provision of goods, the (i) replacement of the goods; or (ii) repairing of the goods; or (iii) supplying of equivalent goods; or (iv) supplying of the goods again;
or (v) payment of the cost of replacing the goods; or (vi) payment of the cost of
acquiring equivalent goods; and
(b) in the case of performance of services, the (i) supplying of the services again; or (ii) payment of the cost of supplying the services again.
(35) The:
(a) Client; and/or
(b) Supplier,
may by written notice to Area9 terminate this agreement (and in the case of Client the
performance of services) immediately if:
(a) Area9 commits a breach of this agreement and fails to remedy, within fourteen (14) days of receiving a written notice to do so; or
(b) Area9 becomes subject to any form of insolvency administration or winding up.
(36) Area9 may by written notice to the:
(a) Client; and/or
(b) Supplier,
terminate this agreement (and in the case of Supplier the supply of the services)
immediately if Client or Supplier (as the case may be):
(a) commits a breach of this agreement and fails to remedy, within fourteen (14) days of receiving a written notice to do so; or
(b) becomes subject to any form of insolvency administration or winding up.
(37) On termination of this agreement or the services, the:
(a) Client agrees to make payment to Area9 for all services performed and goods
provided up to the date of termination.
(b) Area9 agrees to make payment to Supplier for all undisputed services performed and undisputed goods supplied up to the date of termination.
(38) During the term of this agreement and for a period of six (6) months following termination of this agreement:
(a) Client will not attempt to induce or solicit any employee, contractor or agent to leave the employment of Area9.
(b) Area9 will not attempt to induce or solicit any employee, contractor or agent to leave the employment of Client.
(c) Supplier will not attempt to induce or solicit any employee, contractor or agent to
leave the employment of Area9.
(d) Area9 will not attempt to induce or solicit any employee, contractor or agent to leave the employment of Supplier.
(39) A party will not be liable for any failure or delay in the performance of its obligations under this agreement if that failure or delay is due to force majeure; however, this clause (39)
does not apply to any:
(a) Client obligation to pay money for goods provisioned or services performed by Area9 prior to such force majeure event.
(b) Area9 obligation to pay money for goods supplied or services performed by Supplier prior to such force majeure event.
(40) Unless expressly stated otherwise in Area9 supplied documentation (if any) should there be any inconsistency between the provisions of this agreement and the provisions of the Area9 supplied documentation, this agreement shall prevail to the extent of that inconsistency.
(41) Notwithstanding clause (40) in the event of an executed and current contract between the
(a) Client and Area9; or
(b) Supplier and Area9,
(as the case may be) should there be any inconsistency between the provisions of this agreement and the provisions of said executed and current contract, the executed and current contract shall prevail to the extent of that inconsistency.
(42) Notwithstanding clause (41) in the event Client provides a purchase order, for purchase of goods and/or services from Area9, any terms on such purchase order that are in addition to or in contradiction of the terms of this agreement shall be inapplicable and unenforceable, unless expressly agreed otherwise in writing by Area9.
(43) This agreement shall be interpreted in accordance with the laws of the Northern Territory of Australia in the Commonwealth of Australia; and the parties agree to submit to the exclusive jurisdiction of the courts of that Territory.
(44) Any provision of this agreement which is illegal, void or unenforceable will be ineffective to the extent only of such illegality, voidness or unenforceability without invalidating the remaining provisions of this agreement.