ACL means Australian Consumer Law as defined in the Competition and Consumer Act 2010 (Cth)
Additional Charge means:
(a) fees or charges for additional work performed at the Client's request or reasonably required as a result of the Client's conduct, calculated in accordance with the Company's then current prices; and
(b) expenses incurred by the Company, at the Client's request or reasonably required as a result of the Client's conduct.
Background IP means Intellectual Property rights owned by or licensed to a party as at the commencement date, or acquired or developed by a party during the term of this agreement independently of the activities carried out under this agreement, which that party has the right to license to third parties and which are necessary or desirable for the performance of the Services.
Client means the entity described or identified in the Fee Proposal.
Client Resources means any equipment, materials, data and information detailed in the Fee Proposal to be supplied by the Client to the Company which is necessary for the provision of the Goods and Services.
Company means INTEGRATED MARINE PTY LTD ACN 663 760 530.
Confidential Information means all know how, Intellectual Property, business, financial, technical and other commercially valuable or sensitive information of a party in whatever form.
Fee Proposal means the quotation supplied by the Company to the Client for the supply of Services and/or Goods.
GST means the tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related tax imposition Acts of the Commonwealth of Australia.
Goods means any goods supplied by the Company to the Client, including any Goods supplied in the course of providing Services to the Client.
Intellectual Property means statutory and other proprietary rights in respect of copyright and neighbouring rights, all rights in relation to inventions, patents, plant varieties, registered and unregistered trade marks, registered and unregistered designs, circuit layouts and rights to require information to be kept confidential, and all other rights as defined by article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967, and all rights to apply for any of the above, but does not include Moral Rights that are not transferable.
Loss includes, but is not limited to, costs (including party to party legal costs and the Company’s legal costs), expenses, lost profits, award of damages, personal injury and property damage.
Order means acceptance of a Fee Proposal as varied in writing from time to time by the parties.
Project IP means all Intellectual Property created, conceived, developed or reduced to practice in the course of the performance of the Services including without limitation all Intellectual Property in the Project Materials.
Project Materials means all documents, data and other materials to be supplied to the Client by the Company as part of the Services.
PPS Law means:
(a) the Personal Property Securities Act 2009 (Cth)(PPS Act) and any regulation made at any time under the PPS Act (each as amended from time to time); and
(b) any amendment made at any time to any other legislation as a consequence of PPS Law.
Services means the services described in the Fee Proposal including the Project Materials.
Terms means this document setting out the agreed terms and conditions that the parties agree to be bound by.

 (a) The Company may provide the Client with a Fee Proposal. Any Fee Proposal issued by the Company is valid for 30 days from the date of issue.
(b) The Company is not obliged to commence work until the Fee Proposal has been accepted by the Client.
(c) On acceptance of the Fee Proposal the Company agrees to provide the Goods and Services to the Client on these Terms.
(d) The Client may accept the Fee Proposal by providing the Company with written or oral acceptance of the Fee Proposal or completing an order form and returning it to the Company.
(e) The Company reserves the right to amend any Fee Proposal before the acceptance of the Fee Proposal to take into account any changes in costs of providing the Goods and Services. The Company will notify the Client of any amendment as soon as possible, at which point the amended Fee Proposal will be the Fee Proposal to these Terms.
(f) Placement of an Order by the Client signifies acceptance by the Client of these Terms and the most recent Fee Proposal supplied by the Company.
(g) The Company may in its absolute discretion refuse to provide Goods or Services where:
(i) Goods are unavailable for any reason whatsoever;
(ii) credit limits cannot be agreed upon or have been exceeded; or
(iii) payment for Goods or Services previously provided to the Client or to any other party who is, in the reasonable opinion of the Company, associated with the Client under the same or another Fee Proposal, has not been received by the Company.
(h) An Order cannot be cancelled without the prior written consent of the Company. Where an Order is cancelled, the Client indemnifies the Company against any Loss incurred by the Company because of the cancellation. This includes but is not limited to, loss of profit from other orders foregone because of the scheduling of the Order which is subsequently cancelled.
(i) The Fee Proposal and these Terms comprises the whole of the agreement between the Company and the Client unless otherwise expressly agreed to in writing and that these Terms apply to all transactions between the Company and the Client relating to the provision of Goods and Services. This includes all quotations contracts and variations. These Terms take precedence over any terms of trade contained in any document of the Client or elsewhere.

(a) The Company must deliver the Services and Goods in accordance with these Terms and the Fee Proposal.
(b) The Company agrees that it will perform the Services with reasonable care and skill.
(c) The Client must provide the Client Resources as soon as reasonably practicable or otherwise as specified on the Fee Proposal. The Company may not commence providing the Goods and Services until the Client Resources are provided.

(a) The Company must submit a tax invoice to the Client for payment of all fees or monies payable by the Client for Goods or Services provided in accordance with the Fee Proposal and these Terms.
(b) The Client must pay each tax invoice by the date that is the earlier of the date due for the relevant payment specified on the Fee Proposal, or the date due specified on the tax invoice or within 14 days from the date of receipt by the Client of the tax invoice.
(c) The Client agrees that payment of the tax invoice by the due date described in clause 4(b) is an essential term.
(d) The Client agrees to pay default interest at the rate of 8% p.a. accruing daily on sums of monies outstanding to the Company.
(e) The Client agrees to pay for any GST incurred by the Company performing the Services or providing the Goods.
(f) The Company may stop supplying or providing the Goods or Services to the Client should the Client fail to pay a tax invoice when due in accordance with these Terms.

(a) The Company may require the Client to pay Additional Charges in respect of costs incurred by the Company as a result of reliance on inadequate or incorrect information or material (including Client Resources) provided by the Client or information or material supplied later than required by the Company in order for it to provide the Goods or Services within the specified time frame (if any).
(b) The imposition of Additional Charges may also occur because of:
(i) storage costs for Goods not collected from the Company within 4 weeks of the date on which the Goods are received, manufactured, fabricated, created or formed;
(ii) photocopying, courier, packing or handling charges not included in the Fee Proposal;
(iii) Government or council taxes or charges not included in the Fee Proposal; or
(iv) additional work required by the Client or any other occurrence which causes the Company to incur costs in respect of the Client's Order additional to the Fee Proposal.
(c) The Client Agrees that the Company may, in the provision of the Services from time to time, engage or incur the expenses of another party. If this does occur the Client agrees to pay these additional costs incurred by the Company.

(a) Each party acknowledges that all Background IP remains the sole property of its owner. Each party acknowledges that it acquires no right, title or interest in or to the Background IP of the other party by virtue of this agreement or the disclosure or use of the Background IP in the course of the performance of the Services, other than as expressly set out in this agreement.
(b) Each party grants to the other party a non-exclusive, royalty-free, non-transferable licence during the term to use the Background IP owned by it to the extent necessary and for the sole purpose of the performance of the Services.
(c) All right, title and interest in the Project IP vests in the Company with effect from its creation.
(d) The Company grants to the Client a non-exclusive, royalty-free, transferable, perpetual, irrevocable licence (including the right to sublicense) under its Background IP to the extent necessary to enable the Client, its sub-licensees and assignees to use the Project IP or Project Materials for the purpose contained in the Fee Proposal.
(e) This clause survives termination of these terms.

If the Client fails to advise the Company in writing of any fault in Goods or failure of Goods to accord with Order within 48 hours of delivery, the Client is deemed to have accepted the Goods and to have accepted that the Goods are not faulty and accord with the Order. Nothing in this paragraph affects the Client’s rights for any alleged failure of a guarantee under the ACL.

(a) Risk in the Goods passes to the Client immediately upon delivery.
(b) Property and title in Goods supplied to the Client under these Terms do not pass to the Client until all money (including money owing in respect of other transactions between the Company and the Client) due and payable to the Company by the Client have been fully paid.
(c) Where Goods are supplied by the Company to the Client without payment in full, the Client:
(i) is a bailee of the Goods until property in them passes to the Client;
(ii) irrevocably appoints the Company to be its attorney to do all acts and things necessary to ensure the retention of title to goods including the registration of any security interest in favour of the Company with respect to the Goods under applicable law (including the PPS Law);
(iii) must be able upon demand by the Company to separate and identify as belonging to the Company the Goods supplied by the Company from other goods which are held by the Client;
(iv) must not allow any person to have or acquire any security interest in the Goods;
(v) agrees that the Company may repossess the Goods if payment is not made within fourteen days (or such longer time as the Company may, in its complete discretion, approve in writing) of the supply of the Goods; and
(vi) the Client grants an irrevocable licence to the Company or its agent to enter the Client’s premises in order to recover possession of Goods pursuant to this paragraph. The Client indemnifies the Company for any damage to property or personal injury which occurs as a result of the Company entering the Client’s premises.
(d) Where Goods are supplied by the Company to the Client without payment in full of all moneys payable in respect of the Goods and any Services provided by the Company in respect of those Goods, and:
(i) the Client makes a new object from the Goods, whether finished or not;
(ii) the Client mixes the Goods with other goods; or
(iii) the Goods become part of other goods (New Goods),
the Client agrees with the Company that the ownership of the New Goods immediately passes to the Company. The Client will hold the New Goods on trust for the Company until payment of all sums owing to the Company whether under these Terms or any other contract have been made. The Company may require the Client to store the New Goods in a manner that clearly shows the ownership of the Company.
(e) For the avoidance of doubt, under paragraph 8(d), the ownership of the New Goods passes to the Company at the beginning of the operation or event by which the Goods are converted into, are mixed with or become part of other goods.
(f) Despite paragraph 8(c), the Client may transfer, sell or dispose of Goods, including New Goods, to a third party in the ordinary course of business. This is provided that:
(i) where the Client is paid by a third party in respect of Goods including New Goods, the Client holds the whole of the proceeds of sale, less any GST, on trust for the Company in a separate account, until all amounts owned by the Client to the Company have been paid; or
(ii) where the Client is not paid by a third party, the Client agrees to assign all of its rights against the third party to the Company upon the Company giving the Client notice in writing to that effect and for the purpose of giving effect to that assignment the Client irrevocably appoints the Company as its attorney.
(g) Where Goods are supplied by the Company to the Client without payment in full of all moneys payable in respect of the Goods and any Services provided by the Company in respect of those Goods, the Client acknowledges that the Company has a right to register and perfect a personal property security interest.
(h) If:
(i) a PPS Law applies or commences to apply to these Terms or any transaction contemplated by them, or the Company determines (based on legal advice) that this is the case; and
(ii) in the Company’s opinion, the PPS Law:
A. does or will adversely affect the Company’s security position or obligations; or
B. enables or would enable the Company’s security position to be improved without adversely affecting the Client,
the Company may give notice to the Client requiring the Client to do anything (including amending these Terms or execute any new terms and conditions) that in the Company’s opinion is necessary, to the maximum possible extent, to overcome the circumstances contemplated in paragraph 8(h)(ii)(A) or improve the security position as contemplated in paragraph 8(h)(ii)(B). The Client must comply with the requirements of that notice within the time specified in the notice. If having completed everything reasonably practicable as required under this paragraph, in the Company’s opinion the Company’s security position or obligations under or in connection with these Terms have been or will be materially adversely affected, the Company may by further notice to the Client cancel these Terms. If this occurs, the Client must pay to the Company any money owed to the Company by the Client immediately.

(a) The Client expressly agrees that use of the Goods and Services is at the Client's risk. To the full extent allowed by law, the Company's liability for breach of any term implied into these Terms by any law is excluded.
(b) All information, specifications and samples provided by the Company in relation to the Goods or Services are approximations only and, subject to any guarantees under the ACL, small deviations or slight variations from them which do not substantially affect the Client's use of the Goods or Services will not entitle the Client to reject the Goods upon delivery or to make any claim in respect of them.
(c) The Company gives no warranty in relation to the Services provided or supplied. Under no circumstances is the Company or any of its Companies liable or responsible in any way to the Client 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 Goods or Services. This includes their form, content and timeliness of deliveries, failure of performance, error, omission, defect, including, without limitation, for and in relation to any of the following:
(i) any Goods or Services supplied to the Client;
(ii) any delay in supply of the Goods or Services; or
(iii) any failure to supply the Goods or Services.
(d) Any advice, recommendation, information, assistance or service given by the Company in relation to Goods or Services or both, is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given. It is provided without any warranty or accuracy, appropriateness or reliability. The Company does not accept any liability or responsibility for any Loss suffered as a result of the Client's reliance on such advice, recommendation, information, assistance or service.
(e) To the fullest extent permissible at law, the Company is 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 or failure to provide Goods or Services, or otherwise arising out of the provision of Goods or the Services, whether based on Terms, negligence, strict liability or otherwise, even if the Company has been advised of the possibility of damages.
(f) The Client acknowledges that the Goods or Services are not for personal, domestic or household purposes.
(g) The ACL may give to the Client certain consumer guarantees, which cannot be restricted, limited or varied.
(h) The Company expressly excludes any liability in the event that the Project Materials are provided to a third party without the consent of the Company. The Client agrees to indemnify the Company.
(i) This clause survives termination of these terms.

(a) The Client indemnifies and keeps indemnified the Company, its servants and agents in respect of any Loss or expense the Company may sustain or incur, or any claim or demand made or action commenced by any person (including, but not limited to, the Client) against the Company or, for which the Company is liable, in connection with any Loss arising from or incidental to the provision of Goods or Services, any Order or the subject matter of these Terms.
(b) This includes, but is not limited to, any legal costs incurred by the Company in relation to meeting any claim or demand or any party or party legal costs for which the Company is liable in connection with any such claim or demand.
(c) This clause survives termination of these Terms.

(a) Each of the following occurrences constitutes an event of default:
(i) the Client breaches or is alleged to have breached these Terms for any reason (including, but not limited to, defaulting on any payment due under these Terms) and fails to remedy that breach within 14 days of being given notice by the Company to do so;
(ii) the Client, being a natural person, commits an act of bankruptcy;
(iii) the Client, being a corporation, is subject to:
A. a petition being presented, an order being made or a meeting being called to consider a resolution for the Client to be wound up, deregistered or dissolved;
B. a receiver, receiver and manager or an administrator under part 5.3A of the Corporations Act 2001 (Cth) being appointed to all or any part of the Client's property and undertaking;
C. the entering of a scheme of arrangement (other than for the purpose of restructuring); and
D. any assignment for the benefit of creditors;
(iv) the Client purports to assign its rights under these Terms without the Company's prior written consent; or
(v) the Client ceases or threatens to cease conduct of its business in the normal manner.
(b) Where an event of default occurs, except where payment in full has been received by the Company, the Company may:
(i) terminate these Terms;
(ii) terminate any or all Orders and credit arrangements (if any) with the Client;
(iii) refuse to deliver Goods or provide further Services;
(iv) pursuant to paragraph 8(c), repossess and re-sell any Goods delivered to the Client, the payment for which has not been received; or
(v) retain (where applicable) all money paid by the Client on account of Goods or Services or otherwise.
(c) In addition to any action permitted to be taken by the Company under paragraph 13(b), on the occurrence of an event of default all invoices will become immediately due and payable.

(a) Each party may use and disclose the Confidential Information of the other party solely to the extent necessary for the performance of the Services in accordance with these Terms.
(b) Each party must:
(i) not use, and ensure that its employees, officers and agents do not use, any Confidential Information of the other party for any purpose other than compliance with its obligations under these Terms;
(ii) take all action necessary to maintain the confidential nature of the Confidential Information of the other party, including keeping all records of that Confidential Information under lock and key or password protection;
(iii) not disclose any of the Confidential Information of the other party to any person other than those of its employees who need to have access to that Confidential Information for the purpose of performing the Services or developing or supplying the Project Materials in accordance with this agreement, who are aware of the requirements of these Terms, and who are bound by an enforceable obligation of confidentiality; and
(iv) destroy all documents and other materials in whatever form in its possession, power or control which contain or refer to any Confidential Information of the other party, on the earlier of expiry or termination of this agreement, demand by the other party or the time they are no longer required for the purpose of providing the Services or developing or supplying the Project Materials in accordance with this agreement.
(c) Each party may disclose Confidential Information of the other party if legally compelled to do so by a judicial or administrative body. However, it must take all reasonably available legal measures to avoid such disclosure, and notifies the other party as soon as practicable after such disclosure is ordered so that the other party may seek an appropriate protective order or other remedy.
(d) Each party acknowledges that due to the proprietary and competitively-sensitive nature of the Confidential Information of the other party, the other party would be irreparably harmed by any actual or threatened breach of these Terms and that monetary damages would be insufficient to remedy such actual or threatened breach.
(e) This clause survives termination of these Terms.

13.1 Notices
(a) Notices must be given to the parties’ email addresses
13.2 Authority of parties
(a) Each signatory to this agreement warrants that he or she has authority to bind the party that he or she is stated to reperform any and or all claims, proceedings, disputes arising out of breach of this clause 6(b).
13.3 Further Assurance
A party, at the request of another party, must do all things and sign all documents necessary to give effect to these Terms.
13.4 Severability
If any provision of these Terms is or becomes invalid or unenforceable then, if the provision can be read down to make it valid and enforceable without materially changing its effect it must be read down, and otherwise the offending provision must be severed and the remaining provisions will operate as if the provision had not been included.
13.5 No relationship
Nothing in these Terms may be construed as creating a relationship of partnership, joint venture, employment, principal and agent or trustee and beneficiary.
13.6 Jurisdiction
These Terms is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of that state.