+61 (3) 8400-4566

Sale Terms and Conditions

1. Your Rights and Obligations

1.1 - This document contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read it carefully.

1.2 - These terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1.3 - By placing an order for products or services from this website, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms and conditions.

1.4 - You may not order or obtain products or services from this website if you

  • (a) do not agree to these terms,
  • (b) are not the older of (i) at least 18 years of age or (ii) legal age to form a binding contract with Advatek Lighting US LLC, or
  • (c) are prohibited from accessing or using this website or any of this website's contents, goods or services by applicable law.

1.5 - These terms and conditions (these "Terms") apply to the purchase and sale of products and services through our website (the "Site"). These Terms are subject to change by Advatek Lighting US LLC (referred to as "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.

1.6 - These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site (see Section 15).

1.7 - You have requested the Goods and Services set forth on our Site or in the Quote (as defined herein), and you are taken to have accepted these Terms by the earlier of:

  • (i) placing an order on the Site;
  • (ii) accepting the Quote online or sending an email to us accepting the Quote (expressly or impliedly);
  • (iii) instructing us to proceed with the Goods and Services; and
  • (iv) making any payment of the Price (including any Deposit).

2. Order Acceptance and Cancellation

2.1 - You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us, or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

3. Goods and Services

3.1 - In consideration of your payment of the Price, we agree to provide the Goods and Services in accordance with these Terms (including any specifications).

3.2 - We may provide the Goods and Services to you ourselves or through our Personnel.

3.3 - We will use our commercially reasonable efforts to provide the Goods and Services by the dates set forth in the Quote. Where no date is specified, we will provide the Goods and Services within a reasonable period of time.

3.4 - You acknowledge that in order to use the Goods, you may be required to download our software and your use of the software may be subject to the terms of our end user license agreement.

4. Prices and Payment Terms

4.1 - All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. All amounts are stated in US dollars (USD). Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and your order confirmation email. We strive to display accurate price information, however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

4.2 - Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing:

  • i. you must pay any Deposit set forth on the Site or in the Quote (if any) within 7 days of accepting the Quote or receiving an invoice for payment;
  • ii. we will issue an invoice for the balance of the price and any other amount due and payable to us in accordance with these Terms.

4.3 - We accept payments made by Visa or Mastercard card, or by bank transfer, for all purchases. You represent and warrant that

  • i. the credit card information you supply to us is true, correct, and complete,
  • ii. you are duly authorized to use such credit card for the purchase,
  • iii. charges incurred by you will be honored by your credit card company, and
  • iv. you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.

4.4 - If you fail to make payment of the Price or any amount payable under these Terms, we may, at our absolute discretion:

  • i. after a period of 5 Business Days, cease providing the Goods and Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so;
  • ii. charge interest at a rate equal to the applicable federal rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid 7 days after the relevant date for payment;
  • iii. recover or repossess any Goods belonging to us, and you agree to grant us such reasonable rights of access to allow us (or our Personnel) to do so; and/or
  • iv. commence proceedings against you and recover from you, our reasonable additional costs (including reasonable legal costs) in doing so.

4.5 - We may choose to pass on the transaction fees on all orders paid by credit card, PayPal, or by other third-party payment intermediaries.

4.6 - Where you pay by bank transfer, you are responsible for paying all expenses associated with the transfer, including any fees your bank charges to send the payment and any intermediary fees. We agree to pay for any fees we incur from our bank for receiving your payment.

5. Shipments; Delivery; Title and Risk of Loss

5.1 - We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.

5.2 - Title in the Goods will remain with us until all amounts due and payable to us under these Terms are paid in full.

5.3 - Risk of loss shall pass to you upon

  • i. collection of the Goods at the collection location by you or your agent; or
  • ii. delivery of the Goods to the delivery location. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

5.4 - We will generally provide the shipment's tracking number within 1 Business Day of shipping the Goods. If for any reason you do not receive the tracking number notification from us in the expected time frame, it is your responsibility to contact us to obtain the tracking number. When the Goods are collected / dropped off to the carrier by us, it is solely your responsibility to monitor the shipment and coordinate and cooperate with the carrier to ensure the successful delivery of the Goods. If the Goods are not delivered due to no fault of ours, and subsequently returned to us, you are responsible for all costs associated with reshipping the Goods.

6. Returns and Refunds

6.1 - Subject to Section 6(b), and applicable state and federal consumer protection laws which may provide additional rights, we may accept change of mind cancellations before the Goods are dispatched or returns of Goods on the following conditions:

  • i. The Goods are either: Returned to an address nominated by us within 30 days of delivery of the Goods to you (at your cost); or Cancelled at least one Business Day before we have dispatched the Goods; and
  • ii. The Goods are in brand new condition; and
  • iii. The total amount of the Quote is under $50,000; and
  • iv. The Goods are not custom made or modified products (custom made or modified products cannot be returned for a change of mind).

6.2 - If a change of mind return is accepted by us in accordance with clause 7(a), the following applies:

  • i. Delivery: we will not cover the costs of delivery or re-delivery (including any additional freight, duty, or transaction charges). You are responsible for all shipping and handling charges on returned items, and you bear the risk of loss during shipment.
  • ii. Original Charges: We will not credit or refund any original freight, duty, or transaction charges.
  • iii. Exchange or Store Credit: Goods can be returned in exchange for other Goods or store credit that must be used within 12 months of being issued. If the packaging is unopened or the internal seal is completely intact, there is no fee to exchange the product. If opened, we will need to re-test the package the product to ensure its integrity for resale ("Integrity Test"). The cost for retest and packaging is the greater of $25 or 3% of the value of the Goods. We will either invoice you for the cost of the Integrity Test or deduct the cost from the store credit. You must pay the amount set forth in the invoice within the specified time frame using the payment method specified in the invoice.
  • iv. No Cash Refunds: Goods cannot be returned for a cash refund.
  • v. Following an Integrity Test, if we consider the Goods unsuitable for resale, you will not be eligible for an exchange or store credit.

7. Holding Fees

7.1 - If you request that we hold or store any Goods for you, we may, at our discretion, charge a holding fee equal to the greater of $100 or 1% of the value of the Goods (as set forth in the Quote) per month (the "Holding Fee"), If you fail to make payment of the Holding Fee, we may cancel the Quote and any Deposit paid will be non-refundable.

8. Limited Warranty

8.1 - This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

8.2 - This limited warranty can also be found at https://www.advateklighting.com/terms/warranty-policy and in the documentation we provide with the products.

8.3 - We warrant that during the warranty period, the products purchased from the site will be free from defects in materials and workmanship.

8.4 - We also warrant that during the warranty period the services purchased from the site will be performed in a professional and workmanlike manner and in accordance with generally recognized industry standards for similar services.

8.5 - We limit the duration and remedies of all implied warranties, including without limitation the warranties of merchantability and fitness for a particular purpose, to the duration of this limited warranty.

8.6 - Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

8.7 - Our responsibility for defective products is limited to repair, replacement or refund as set forth in this warranty statement. Our responsibility for defective services is limited to repair, re-performance or refund as set forth in this warranty statement. Neither any performance or other conduct, nor any oral or written information, statement or advice provided by us or any of our suppliers, agents or employees will create a warranty, or in any way increase the scope or duration of this limited warranty.

8.8 - "Defects" means manufacturer fault, error or defects, but does not include defects caused by something outside our control, including environmental factors, over voltage, live wires shorted to the PCB, shorts to external I/O (unless specified as protected), lightning, fire, corrosion, a critical mistake that the customer should have reasonably been able to avoid, user actions that are against instructions in the product's user documentation or where the Goods are used or installed other than in accordance with their designed purpose and operating environment.

8.9 - Who May Use This Warranty?

  • This limited warranty extends only to the original purchaser of products and services from the Site. It does not extend to any subsequent or other owner or transferee of the product or any transferee or other beneficiary of the service.

8.10 - What Does This Warranty Cover?

  • This limited warranty covers during the Warranty Period (as defined below) defects in materials and workmanship in products and services purchased from the Site.

8.11 - What Does This Warranty Not Cover?

  • This limited warranty does not cover any damages due to: i. transportation; ii. storage; iii. improper use; iv. failure to follow the product instructions or to perform any preventive maintenance; v. modifications; vi. combination or use with any products, materials, processes, systems or other matter not provided or authorized in writing by Advatek Lighting US LLC; vii. unauthorized repair; viii. normal wear and tear; or ix. external causes such as accidents, abuse, or other actions or events beyond our reasonable control.

8.12 - What Is the Period of Coverage?

  • i. 5 years from the date of purchase for all PixLite Mk3 products; or
  • ii. 3 years from the date of purchase for all PixLite Mk2 products, excluding PixLite4 Rugged, PixLite Long Range Isolated Receiver and, PixLite16 Plug and Play models; or
  • iii. 2 years from the date of purchase for PixLite Bright String; or
  • iv. 1 year from the date of purchase for all other products.

(In each case, the "Warranty Period"). The Warranty Period is not extended if we repair or replace a warranted product or re-perform a warranted service. We may change the availability of this limited warranty at our discretion, but any changes will not be retroactive.

8.13 - What Are Your Remedies Under This Warranty? With respect to any defective products during the Warranty Period, we will, in our sole discretion

  • i. pay for the return shipping of any Goods that have defects that are brought to our attention; and
  • ii. issue a refund, repair the Goods, or replace the Goods with an equivalent or improved model.

If, within the Warranty Period and after the delivery or collection of the Goods, you believe you have a defective product, you must cease using the Goods and contact us in writing along with a description of the Defect and if requested, photographic evidence. If we ask you to, you must return to us the defective Goods, together with all parts, accessories and proof of purchase to the contact details set forth below.

8.14 - How Do You Obtain Warranty Service? To obtain warranty service, you must visit https://www.advateklighting.com/warranty-registration, or call +1 (669) 244-0510 or email our Support team at support@advateklighting.com during the Warranty Period to obtain an RMA number. No warranty service will be provided without an RMA number.

8.15 - Limitation of Liability The remedies described above are your sole and exclusive remedies and our entire obligation and liability for any breach of this limited warranty. Our liability will under no circumstances exceed the actual amount paid by you for the defective product or service that you have purchased through the site, nor will we under any circumstances be liable for any loss of production, work, data, use, business, goodwill, reputation, revenue or profit, any diminution in value, costs of replacement goods or services, or any consequential, incidental, special or punitive damages or losses, whether direct or indirect. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

8.16 - What Can You Do in Case of a Dispute with Us?

  • The informal dispute resolution procedure detailed in Section 18 is available to you if you believe that we have not performed our obligations under this limited warranty or these Terms.

9. Limitation of Liability

9.1 - To the greatest extent permitted by law, in no event shall we be liable to buyer or any third party for any loss of use, revenue or profit, or loss of data or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not we have been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

9.2 - In no event shall our aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the total of the amounts paid to us for the goods and services sold hereunder.

9.3 - The limitation of liability set forth in Section 9(b) shall not apply to

  • i. liability resulting from Seller's gross negligence or willful misconduct and
  • ii. death or bodily injury resulting from Seller's acts or omissions.

10. Indemnification

10.1 - As indicated in these Terms, we cannot and will not be liable for your misuse of the Goods or your breach of these Terms. Accordingly, you agree to indemnify (which is a legal term of art, meaning you will compensate, reimburse, and protect us from certain losses), defend, and hold us and our affiliates, officers, directors, employees, representatives, licensors, agents, and client base harmless from and against any and all direct or third-party claims, losses, damages, judgments, costs, and expenses (including reasonable attorney fees) arising out of your misuse of the Goods, any violation of these Terms, or your failure to comply with any applicable laws.

11. Repair and Replacement Offer

11.1 - Where a product failure is outside the scope of a Defect, we may offer the services of repair or replacement for a fee.

11.2 - We will assess the returned product for repair viability. If we believe it may be repaired, we will provide an estimated price to attempt the repair, which you may accept or not. If you prefer, you may choose to have the faulty product replaced entirely as set out in clause 10(c).

11.3 - If the product is not repairable or if you prefer, a replacement can be purchased for a discount of 50% off the current retail price. This offer only applies if the failed product is still being actively manufactured by us.

11.4 - We reserve the right to make a final determination on individual requests made under this Section 11. In all cases, the product must be returned to us and any shipping costs incurred will be at your sole expense.

12. Variations

12.1 - You may request a variation or change to the Goods and Services, including the timing for the supply of the Goods and Services (a "Variation"), by providing written notice (including by email) to us, with details of the Variation (a "Variation Request"). We will not be obliged to comply with a Variation Request unless we accept the Variation Request in writing. The Parties agree that a Variation will be priced in accordance with the Quote, any schedule of rates provided by us, or as otherwise agreed between the Parties.

12.2 - If we consider that any instruction or direction from you constitutes a Variation, then we will not be obliged to comply with such instruction or direction unless a Variation Request has been issued and accepted by us in accordance with Section 12(a).

13. Representations and Warranties

13.1 - You represent, warrant, and agree that:

  • (a) You will comply with these Terms and all applicable laws;
  • (b) You will cooperate with us and promptly provide us with all documentation, information, instructions, facilities, and access (including access to the Site) as may be reasonably necessary to enable us to provide the Goods and Services in accordance with these Terms;
  • (c) The information you provide to us is true, correct, and complete;
  • (d) You will not infringe any third-party rights in working with us and receiving the Goods and Services; and
  • (e) That no Insolvency Event has occurred and that you will immediately notify us if you are (or you are likely to be) the subject of an Insolvency Event.

14. Goods Not for Resale or Export

14.1 - You represent and warrant that you are buying products or services from the Site for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.

15. Privacy

15.1 - Our Privacy Policy, https://www.advateklighting.com/en-us/terms/privacy-policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

16. Force Majeure

16.1 - We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

17. Governing Law and Jurisdiction

17.1 - This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.

18. Dispute Resolution and Binding Arbitration

18.1 - You and Advatek Lighting US LLC are agreeing to give up any rights to litigate claims in a court or before a jury, or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court may also be unavailable or may be limited in arbitration. Any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether pre-existing, present, or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between you and us arising from or relating in any way to your purchase of products or services through the site, will be resolved exclusively and finally by binding arbitration.

18.2 - The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 18. (The AAA Rules are available at https://www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

  • The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
  • If you prevail on any claim that affords the prevailing party attorneys' fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.

18.3 - You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

18.4 - You agree to an arbitration on an individual basis. In any dispute, Neither you nor Advatek Lighting US LLC will be entitled to join or consolidate claims by or against other customers in court or arbitration or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

  • If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

19. Termination

19.1 - These Terms will terminate immediately upon written notice by a Party (the "Non-Defaulting Party"), if:

  • i. the other Party (the "Defaulting Party") breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified in writing of the breach by the Non-Defaulting Party; or
  • ii. the Defaulting Party is unable to pay its debts as they fall due.

19.2 - We may terminate these Terms (and any order for Goods and Services placed under them) if we are unable to fulfil the order for the Goods and Services despite our best efforts to do so. In this situation, we will refund any prepaid amount for Goods and Services that are not provided by us.

19.3 - Upon expiration or termination of these Terms:

  • i. We will immediately cease providing the Goods and Services;
  • ii. Refunds following termination will be issued where required by applicable law;
  • iii. You are to pay for all Goods and Services provided prior to termination, including Goods and Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;
  • iv. Pursuant to Section 19(a), you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination;
  • v. You agree to grant us such reasonable rights of access to any premises where the Goods are to allow us (or our Personnel) to recover or repossess any Goods belonging to us; and
  • vi. Subject to Section 20, you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or Intellectual Property owned by us that is in your possession or control.

19.4 - We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of these Terms.

19.5 - Termination of these Terms will not affect any rights or liabilities that a Party has accrued under these Terms.

20. Intellectual Property

20.1 - As between the Parties:

  • i. We own all Intellectual Property Rights in Our Materials;
  • ii. You own all Intellectual Property Rights in Your Materials; and
  • iii. Nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

20.2 - As between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials does not automatically vest in us, you agree to do all things necessary or desirable to assure our title in such rights.

20.3 - This Section 20 will survive expiration and termination of these Terms.

21. Confidentiality

21.1 - Subject to Section 19(b), each Party must (and must ensure that its Personnel do) keep confidential and not use or permit any unauthorized use of the other Party's Confidential Information.

21.2 - Section 19(a) shall not apply to Confidential Information that:

  • i. Is required to be disclosed in order for a Party to comply with their obligations under these Terms;
  • ii. Is authorized to be disclosed by the disclosing Party;
  • iii. Is in the public domain or is no longer confidential, except as a result of a breach in these Terms; or
  • iv. Must be disclosed by law or by a regulatory authority, including under subpoena.

22. Assignment

22.1 - You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 22 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

23. No Waivers

23.1 - The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Advatek Lighting US LLC.

24. No Third-Party Beneficiaries

24.1 - These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

25. Notices

25.1 - To You. We may provide any notice to you under these Terms by

  • (i) sending a message to the email address you provide or
  • (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your Email address current.

25.2 - To Us. To give us notice under these Terms, you must contact us as follows:

  • (i) by Email at sales@advateklighting.com or
  • (ii) by personal delivery, overnight courier, or registered or certified mail to U1, 3-5 Gilda Court, Mulgrave, 3170 Victoria, Australia. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by Email or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

26. Publicity

26.1 - You agree that we may advertise or publicize the broad nature of our provision of the Goods and Services to you, including on the Site or in our promotional material.

27. Relationship of Parties

27.1 - These Terms are not intended to create a partnership, joint venture, employment, or agency relationship between the Parties.

28. Survival

28.1 - Each Section of these Terms, which by its nature survives termination, shall survive termination or expiration of these Terms.

29. Severability

29.1 - If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

30. Entire Agreement

30.1 - The Quote, these Terms, our Website Terms of Use, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

31. Interpretation and Definitions

31.1 - In these Terms, unless the context otherwise requires:

  • i. A reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied, or replaced from time to time;
  • ii. A reference to "Goods and Services" includes "Goods and/or Services";
  • iii. a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
  • iv. words like 'including' and 'for example' are not words of limitation; and
  • v. a reference to $ or dollars refers to the currency of the United States from time to time.

31.2 - In these Terms, unless the context otherwise requires:

  • i. Business Day means any day other than a Saturday, Sunday, or federal holiday observed in the United States on which commercial banks are authorized to conduct business.
  • ii. Commencement Date means the date these Terms are accepted in accordance with Section 1.
  • iii. Confidential Information includes information which: is disclosed to a receiving Party in connection with these Terms at any time; is prepared or produced under or in connection with these Terms at any time; relates to a disclosing Party business, assets or affairs; or relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms, whether or not such information or documentation is reduced to a tangible form or marked in writing as "confidential", and howsoever the information is received.
  • iv. Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Price and any other amounts due and payable by you to us under these Terms will not constitute "Consequential Loss" for the purposes of this definition.
  • v. Deposit means the deposit, if any, set out in the Order or Quote.
  • vi. Goods and Services means the goods and services to be provided by us to you under these Terms, as expressly set out on our Site or in the Quote, as adjusted in accordance with these Terms.
  • vii. Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trademarks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
  • viii. New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your Personnel or our Personnel in connection with these Terms or the provision of the Goods and Services, whether before or after the date of these Terms and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.
  • ix. Order means an order placed by you, for the supply of Goods and Services by us.
  • x. Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, Specifications and services that we may provide to you under these Terms, and which may contain material which is owned by or licensed to us and is protected by United States and international laws.
  • xi. Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
  • xii. Price means the price set out on the Site or in the Quote for the provision of the Goods and Services, as adjusted in accordance with these Terms, and includes any Deposit set out on the Site or in the Quote.
  • xiii. Quote means the quote (including any online quote) or pro forma invoice to which these Terms are attached or incorporated by reference.
  • xiv. Specifications means any specifications for the Goods and Services, and, if applicable, as further particularized in an attachment to these Terms or the Quote.
  • xv. Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Commencement Date and/or developed by or on behalf of you or your Personnel independently of these Terms.