Terms of Trade

Terms of trade.

1. Preliminary Matters

1.1 Definitions

Additional Charges means:

(a) fees or charges for additional work performed at the Customer's request or reasonably required as a result of the Customer's conduct, calculated in accordance with Our then current prices; and

(b) expenses incurred by Us, at the Customer's request or reasonably required as a result of the Customer's conduct (including but not limited to travel expenses, such as flights, transport, meals, accommodation).

Business Day means a day that is not a Saturday, Sunday or public holiday in Adelaide, Australia.

Customer means the person identified on a Quote as the customer and includes the Customer's agents and permitted assigns.

Fees means the rate of pay for Services.

Intellectual Property Rights means intellectual property rights at any time protected by statute or common law, including copyright, trade marks, patents and registered designs.

Order means an order for Services as placed by a Customer in response to a Quote, including the agreed Fees, anticipated Additional Charges, and Commencement Date.

Quote means a written description of the Services to be provided, an estimate of Our charges (Fees) and Additional Charges (if applicable) for the performance of the required work and an estimate of the time frame for the performance of the work, including Commencement Date.

Services means the services to be provided by Us to the Customer in accordance with a Quote and these terms of trade [for more information, see our website, at https://www.mave-co.com/].

We, Us, Our means Mave Co Pty Ltd ACN 643 792 116 and unless the contrary intention appears, includes our employees, contractors, agents and permitted assigns.

1.2 Interpretation

In these terms of trade, unless the context otherwise requires:

(a) a reference to writing includes email and other communication established through Our website (at https://www.mave-co.com/ );

(b) the singular includes the plural and vice versa;

(c) a reference to a party to these terms of trade or any other document or arrangement includes that party's executors, administrators, successors and permitted assigns;

(d) headings are for ease of reference only and do not affect the meaning or interpretation of these terms of trade; and

(e) if the date on which any act, matter or thing is to be done falls on a day which is not a Business Day it must be done on the next Business Day.

1.3 Precedence of these terms

These terms of trade apply to all transactions between the Customer and Us relating to the provision of the Services. This includes all quotations, contracts and variations. These terms of trade take precedence over terms of trade contained in any document of the Customer or elsewhere.

2. Quotes and Orders

2.1 Provision of Quote

We may provide the Customer with a Quote. Any Quote issued by Us is valid for 7 days or as otherwise advised, from the date of issue and is otherwise made in accordance with the terms set out in the Quote.

2.2 Requirements of an Order

A Customer may accept a valid Quote by written notice to Us, at which time the Quote will become an Order for the purpose of these terms of trade.

2.3 Cancellation of an Order

If the Customer cancels an Order for the delivery of the Services, the Customer:

(a) must pay a cancellation, calculated as follows:

(i) 25% of the Quoted fee if cancelled within 14 days;

(ii) 50% of the Quoted fee if cancelled within 7 days;

(iii) 100% of the Quoted fee if cancelled within 2 days,

of the dates set out in the Order for the commencement of the Services (Cancellation Fee).

(b) must pay all Additional Charges (refer to clause 3.5; including but not limited to flights, transport, accommodation) incurred by Us before We received the notice of the cancellation;

2.4 Change of Date of an Order

If the Customer requires a change of dates for the delivery of the Services, the Customer:

(a) is subject to a change of date fee, calculated as follows:

(i) 20% of the Quoted fee if postponed within 7 days;

(ii) 50% of the Quoted fee if postponed within 2 days;

of the dates set out in the Order for the commencement of the Services (Delay Fee).

(b) must pay all Additional Charges (refer to clause 3.5; including but not limited to flights, transport, accommodation) incurred by Us before We received the notice of change of dates;

(c) must advise Us of a new Commencement date within 3 Business Days of email notification of change of date, otherwise will be treated as a Cancellation Fee (refer to clause 2.3).

(d) acknowledges that for invoicing purposes, the Delay Fee is in addition to the agreed Services Order Fee.

(e) We will invoice the Customer within 5 days of a Change of Date of Order.

2.5 Variation of Order

The Customer may request that its Order be varied (including a request for a change of dates or extension of Services provided) by providing a request in writing to Us. A request for a variation must be agreed to in writing by both parties (Customer and Us), acknowledging Services, Fees, Additional Charges and revised completion date, in order to have effect. We reserve the right to refuse a request for variation at our discretion.

2.6 Extensions of Time

We have an automatic extension of time/anticipated due date of the provision of Services:

(a) to the extent that the Customer delays or fails to provide, or provides inadequate, inaccurate or incomplete, material, information, instructions, or access, from the preparation of the Quote, through to the execution of Services in order for Us to provide the Services within the specified time frame;

(b) the Extension of Time/revised due date is at our discretion, and subject to existing work commitments. Where possible, We will advise you as soon as possible as to a revised due date for the completion of Services.

Should the Customer continue to delay or fail to provide information as noted in clause 2.6a, the Customer may be at Default, where We may provide a notice of default (clause 5).

3. Invoicing and payment

3.1 Manner of Invoicing and Payment Terms

(a) We will issue an invoice to the Customer in such manner, and at such times, as set out in the Order or at the completion of the provision of the Services.

(b) The amount payable by the Customer will be the amount set out in the invoice, calculated as the amount for the Services, as set out in the Order, and any Additional Charges, Cancellation Fees, or Delay Fees.

3.2 Late and Non-Payment

(a) If any invoice is due but unpaid, We may withhold the provision of any further Services until overdue amounts are paid in full.

(b) Notwithstanding any other rights We may have under these terms of trade or at law, the Customer must pay Us, on demand, interest at the rate of 10% per month on all monies owed by the Customer to Us that are more than 60 days past due.

3.3 No Withholding or Offset

The Customer is not entitled to retain any money owing to Us notwithstanding any default or alleged default by Us of these terms of trade, including the supply of allegedly inadequate or delayed provision of Services. Nothing in this paragraph affects the Customer's rights for any alleged failure of a guarantee under the Australian Consumer Law.

3.4 GST

The Customer and We agree to comply with their obligations in relation to Goods and Services Tax (GST) under the A New Tax System (Goods and Services Tax) Act 1999 and any other applicable legislation governing GST.

3.5 Additional Charges

(a) The imposition of Additional Charges will usually occur as a result of:

(i) disbursements and other costs and expenses incurred by Us directly in connection with the provision of the Services (whether set out in the Quote or not) – including but not limited to travels expenses such as flights, transport, accommodation, meals, and other items as agreed to in writing. All disbursements, other costs and expenses to be invoiced at cost price (i.e. no mark-up will be applied).

(b) We may require the Customer to pay Additional Charges in respect of costs incurred by Us as a result of reliance on inadequate or incorrect information or material provided by the Customer in the preparation and issue of a Quote, or upon the Commencement of Services, or information or material supplied later than required by Us in order to provide the Services within the specified time frame (if any).

(i) Such Additional Charges will be invoiced per the Fees as noted on the agreed Quote.

4. Confidentiality and Intellectual Property

4.1 Confidentiality

(a) For the purpose of this clause Confidential Information includes the intellectual property of, and information about, Us or the Customer (including business, products and services and future business, products and services), financial information, pricing, terms of trade, suppliers, customers, contracts and arrangements, plans, strategies and forecasts, research and development information and any other information designated as confidential by Us or the Customer.

(b) We agree with the Customer and the Customer agrees with Us that, at all times (including after the all other obligations between the parties has expired in respect of the Services) to:

(i) keep confidential, and not disclose, Confidential Information of the other party that is developed, accessed or acquired in respect of the provision or receipt of the Services except:

(A) with the prior written consent of the other party;

(B) as required by law;

(ii) return all Confidential Information of the other party to that party as soon as practicable.

4.2 Intellectual Property Rights

(a) The Customer warrants that it owns all Intellectual Property Rights pertaining to its Order or has a licence to authorise Us to reproduce or use all copyright works or other materials the subject of Intellectual Property Rights supplied by the Customer to Us for the purposes of the Order. Further, the Customer indemnifies and agrees to keep indemnified Us against all losses incurred by Us in relation to or in any way directly or indirectly connected with any breach of any other Intellectual Property Rights in relation to any material supplied by the Customer.

(b) Unless specifically agreed in writing between Us and the Customer, all Intellectual Property Rights in any works created by Us on behalf of the Customer vest in Us and remains Our property.

(c) Subject to payment of all invoices due in respect of the Goods or Services, We grant to the Customer a perpetual, non-exclusive licence to use the works created or produced by Us in connection with the provision of Goods or Services under these terms of trade for the purposes contemplated by the Order.

5. Default by Customer

5.1 Events of Default

If the Customer breaches these terms of trade for any reason (including, but not limited to, defaulting on any payment due under these terms of trade or failure to provide, or provides inaccurate or incomplete, information, instructions, access to Us) and fails to remedy that breach within 7 days of being given notice by Us to do so, the Customer is in default.

5.2 Our Rights on Default

Where an event of default occurs, except where payment in full has been received by Us, We may:

(a) terminate any or all Orders and credit arrangements (if any) with the Customer;

(b) invoice the Customer for work completed up until event of default;

(d) retain (where applicable) all money paid by the Customer on account of Services or otherwise, and

all invoices issued to the Customer by Us will become immediately due and payable.

6. Exclusions, Limitations and Indemnities

6.1 General Exclusions of Liability

(a) The Customer expressly agrees that use, reliance upon or application of the Services is at the Customer's discretion. To the full extent allowed by law, Our liability for breach of any term implied into these terms of trade by any law is excluded.

(b) Under no circumstances are We liable or responsible in any way to the Customer or any other person for any loss, damages, costs, expenses or other claims (including consequential damages and loss of profits or loss of revenues) as a result, direct or indirect of any defect, deficiency or discrepancy in the Services.

6.2 Provision of Information, advice and assistance

Any advice, recommendation, information, assistance or service given by Us in relation to the Services, is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given. We do not accept any liability or responsibility for any loss suffered as a result of the Customer's reliance on such advice, recommendation, information, assistance or service.

6.3 No Liability for Consequential Loss

To the fullest extent permissible at law, We are not liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the provision of the Services, or otherwise arising out of the provision the Services, whether based on terms of trade, negligence, strict liability or otherwise, even if We have been advised of the possibility of damages.

6.4 Australian Consumer Law Guarantees

The Australian Consumer Law may give to the Customer certain guarantees. Where liability for breach of any such guarantee can be limited, Our liability (if any) arising from any breach of those guarantees is limited to the supply of Services again or cost of re-supplying the Services again.

6.5 Customer to Indemnify Us

(a) The Customer indemnifies and keeps indemnified Us and our servants and agents in respect of any claim or demand made or action commenced by any person (including, but not limited to, the Customer) against Us or, for which We are liable, in connection with any loss arising from or incidental to the provision of the Services.

(b) This indemnity includes, but is not limited to, any legal costs incurred by Us in relation to meeting any claim or demand or any party/party legal casts for which We are liable in connection with any such claim or demand.

6.6 No Merger

This provision 6 remains in force after the termination of these terms of trade.

7. Force majeure

(a) If circumstances beyond Our control prevent or hinder Our provision of the Services, We are free from any obligation to provide the Services while those circumstances continue. We may elect to terminate any Order or keep any Order on foot until such circumstances have ceased.

(b) Circumstances beyond Our control include, but are not limited to, strikes, lockouts, riots, natural disasters, severe weather conditions, fire, war, vis major, Government decrees, proclamations or orders, epidemics, pandemics, endemics and breakouts of disease, transport difficulties, and failures or malfunctions of computers or other information technology systems.

8. Miscellaneous

8.1 Jurisdiction

These terms of trade are governed by the laws of the state of South Australia and each party irrevocably submits to the non-exclusive jurisdiction of the courts thereof.

8.2 No Waiver for Delay

A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right.

8.3 Nature of Relationship

We are engaged to provide Services to a Customer. Nothing in this document constitutes that We are an employee, officer or agent of the Customer.

8.4 Notices

(a) A notice or other communication required or permitted to be given by one party to another must be in writing to the addresses (including email addresses) shown on an Order (or Quote if no Order has been provided) and is received in full and legible form at the addressee’s address.

(b) A notice is regarded as being received at the time and on the day it is actually received, but if it is received on a day that is not a Business Day or after 5:00pm on a Business Day it is regarded as received at9:00am on the following Business Day.

(i) must state the first and last name of the sender, and

(ii) are taken to be signed by the named sender.

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