Standard Terms & Conditions

  1. Entire Agreement

    1. The following terms & conditions apply to the provision of all products and services supplied by IQ Pty Ltd trading as both IQ KIOSK and Studio IQ (“IQ”) and the client (“Customer”), and are to be read in conjunction with any project proposal and/or quotation (“Project”) entered into with the Customer.
    2. IQ may modify or amend these terms upon 30 days’ prior written notice
    3. Each Project entered into, together with these terms, forms an agreement (“Agreement”) between IQ and the Customer
    4. These terms & conditions constitute the complete and exclusive statement of the agreement between IQ and the Customer
  2. Scope of Agreement

    1. IQ shall provide all products and services as defined within the accepted Project.
    2. The Customer shall pay IQ for works completed in accordance with the terms and conditions outlined within this document unless alternate arrangements have been agreed upon between IQ and the Customer in writing.
    3. IQ shall supply the Software (if any) specified in the Project and the Customer shall pay any applicable licence fee according to the terms described in the approved Project.
  3. Acceptance

    1. Should the Customer wish to perform their own acceptance testing of any product and/or service, this must be performed and IQ advised of any concerns within 14 days of delivery. Unless otherwise agreed IQ shall not be involved in this process, yet reserves the right to observe and/or participate upon request.
    2. The Customer is deemed to have accepted the Project when:
      1. The Customer has completed its acceptance test and provided IQ with signed Project Completion forms; or
      2. 14 days have elapsed since the Project has been made available for testing and the Customer has failed to either complete their acceptance tests or to notify IQ in writing of any defects.
  4. Warranty

    1. Any Warranty offered on its products and/or services is at the sole discretion of IQ
    2. During any Warranty period specified for the Project, IQ warrants that its products and/or services will conform to the scope of defined in the Project
    3. Throughout the Warranty period IQ will investigate and resolve any defects (those that prevent the product and/or service from behaving as defined in the Project proposal) identified with the products and/or services at no additional cost to the Customer
    4. IQ may, at its discretion, charge the Customer for any time spent investigating reported issues where the cause is identified as not covered by the product and/or services provided by IQ.
    5. The Customer must notify IQ in writing during the Warranty period of any defects identified
    6. The Customers sole remedy for a breach of the Warranty is limited, at the option of IQ, to one of the following:
      1. The repair and or supply of the products and/or services at no additional charge; or
      2. The refund of any charges paid to IQ for the product and/or services where a defect has been identified
    7. IQ will not be liable under this clause :
      1. If the Customer does not advise IQ in writing of any identified defects or faults;
      2. If defect occurs outside of the Warranty period;
      3. If the defect occurs due to the misuse or mistreatment of the product and/or service by the Customer or a third party not associated with IQ;
      4. If the Customer has insisted on changes, modifications, or services that have been expressly advised against by IQ;
      5. If the Customer has elected not to run the latest version of the Software provided by IQ, against its advice; or
      6. If the defect cannot be verified or reproduced by IQ
    8. IQ may, at its discretion, provide additional support services to the Customer pursuant to a separate agreement.
  5. Customer Obligations

    1. Unless otherwise agreed within the Proposal, the Customer must, at its own expense, prepare the environment for the product and/or services use including any IT system(s)
    2. Upon request, the Customer will provide IQ with any information and/or access to these environments and system(s), as reasonably required.
    3. The Customer shall make available to IQ in a timely manner all assistance, including personnel, information facilities, services and equipment reasonably required by IQ for the performance of its obligations under the Agreement.
    4. The Customer will provide timely and accurate information as requested by IQ throughout the duration of the Project, and in accordance with the Agreement
    5. The Customer shall ensure that its response times for Project review, additional information requests and any other Project related requirements as requested by IQ will be addressed within 2-3 days from the date of request. The Customer accepts that IQ may extend the Project schedule and delivery date should response be delayed.
    6. The Customer shall ensure that any custom works requested and produced by IQ meet any relevant regulatory or legal obligations.
  6. Charges & Payment

    1. All monetary amounts referenced by IQ shall be deemed to be in Australian Dollars unless otherwise expressly stated
    2. IQ requires payment of invoices within 14 days from its date of issue, unless alternate payment terms have been agreed upon by both IQ and the Customer prior to the commencement of the Project.
    3. The Customer must pay IQ the amounts specified in any corresponding Project proposal in accordance with the payment terms of:
      1. These terms and conditions
      2. Any separate and mutually agreed upon payment agreement
    4. All amounts payable by the Customer shall be made in full, without set-off or counter-claim and, except to the extent of the law, free and clear of any deductions on account of tax or otherwise
    5. If the Customer fails to make payment of any amount due in accordance with the payment terms, IQ may – until full payment is received:
      1. Stop all additional works;
      2. Refuse requests for support, irrespective of any warranty period; or
      3. Disable any of the Project products and/or services functionality
  7. Governing Law

    1. This Agreement shall be governed by Australian Law, with IQ and the Customer submitting to the non-exclusive jurisdiction of the courts of New South Wales.
    2. This Agreement is provided in accordance with, and does not supersede, and consumer rights and guarantees as defined by Australian Law.
  8. Development of Software

    1. Unless otherwise stated, IQ grants the Customer a non-exclusive, non-assignable perpetual licence to use:
      1. The Software and to make a copy of the Software for the Customer’s security, backup and archival purposes; and
      2. The documentation
    2. The Customer must use the Software and Documentation for its own internal purposes only
    3. The Customer accepts responsibility for the retention and back-up of any data managed by systems provided by IQ
  9. Development of Hardware

    1. The Customer shall ensure that any technical drawings of products provided by IQ will:
      1. Be used for the Customers internal purposes only
      2. Shall not be provided and/or shared with any third party without the prior written consent of IQ
    2. IQ will not be responsible for any operating system updates, ongoing maintenance, or virus protection for any hardware components provided as part of a Project unless:
      1. Otherwise specified within the Project proposal
      2. A separate agreement with these inclusions has been mutually agreed upon
    3. The Customer shall be responsible for the preparation of any environment which the products are to be used, and provide IQ with advanced notice in writing of any specific requirements
    4. The Customer acknowledges that any hardware provided by IQ is designed only for Australian 240V mains power, unless otherwise stated.
    5. The Customer acknowledges that any components utilised by IQ in the supply of a product is determined as fit-for-purpose at the time of manufacture only. Though IQ will take all reasonable steps to ensure the lifespan of components used, IQ will not be responsible for any products becoming obsolete past the date of delivery.
  10. Delivery and Installation

    1. Unless otherwise agreed upon for the Project any installation, set-up or training of its products and/or services will not be provided by IQ to the Customer
    2. IQ shall use all reasonable endeavours to deliver the products and/or services as well as any documentation to the Customer on the delivery date determined and agreed upon by both parties, or as soon as reasonably practical
    3. The Customer shall indemnify IQ from any losses incurred by the Customer as a result of late delivery when:
      1. The Customer has been advised in writing in advance of expected delays; or
      2. The Customer has made requests that affect the delivery schedule
    4. IQ will have no liability for delays or failure in delivery where such delays or failure are the direct or indirect result of any act or omission of the Customer or a breach by the Customer of this Agreement.
  11. Change Requests

    1. The Customer may request, or IQ may suggest a change to the specification and/or functionality of the Project at any time (“Change Request”)
    2. The Customer shall be advised of the amount of time, with a minimum of two hours, for the analysis of the proposed change and accepts that such time is chargeable, regardless of whether the Customer subsequently decides to proceed with the change or not.
    3. Should a Change Request be made, IQ shall provide the Customer with an indicative cost of implementing that Change Request, and indicate the impact of the proposed change on the Project schedule and deliverables
    4. If the Customer accepts the indicative cost and the impact(s) on the Project under clause 11.3 and instructs IQ to proceed with the proposed change(s), IQ will provide the Customer with revised Project documentation.
    5. IQ may charge the Customer for any work undertaken in the revision of the Project proposal.
  12. Intellectual Property

    1. The Customer acknowledges that IQ (or its suppliers) is or shall be the sole owner of all rights, including intellectual property rights, of the products and/or services supplied under this Agreement.
    2. The Customer must not, nor may it permit any other person to:
      1. copy, alter, modify, reproduce, reverse assemble, reverse compile or enhance the product, services or documentation supplied by IQ
      2. alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality, proprietary or trade secret, legend or notice, or any numbers, or other means of identification used on or in relation to the products, services and documentation supplied by IQ; or
      3. perform any act that would or might invalidate or be inconsistent with IQ’s intellectual property rights
    3. The Customer must notify IQ of any actual, threatened or suspected infringement of any intellectual property right and of any claim by any third party that any use of the products, services or documentation infringes any rights of any other person, as soon as that infringement or claim comes to the Customers notice.
    4. The Customer indemnifies IQ against any loss, costs, expenses, demands or liability, whether direct, indirect or consequential or otherwise, and whether arising in contract, tort, or equity or otherwise, arising out of a claim by a third party alleging infringement of that third party’s intellectual property rights if such claim arises from infringement, suspected infringement or alleged infringement due to:
      1. use of any product, service or documentation in combination by any means and in any form with software or equipment not specifically approved by IQ, or in a manner or for a purpose not reasonably contemplated or authorised by IQ; and/or
      2. a breach by the customer of clause 12.2.
  13. Confidentiality, security and publicity

    1. Both IQ and the Customer recognise and acknowledge the confidential nature of any confidential information
    2. Neither IQ nor the Customer may use or disclose any confidential information other than:
      1. to its employees and contractors to the extent necessary;
      2. with the express written consent of the other party; and
      3. to its professional advisors
    3. Both IQ and the Customer agree to implement such security arrangements as may be necessary to ensure that the secrecy of the confidential information is preserved
    4. Neither IQ nor the Customer may advertise or publicly announce any matter relating to or the contents of this Agreement without the other party’s prior written consent, which shall not be unreasonably withheld.
    5. IQ shall be entitled to refer to the Customer as a client of IQ and provide extracts of its work for marketing purposes, unless a separate confidentiality agreement has been mutually agreed upon by both parties
    6. The Customer shall indemnify IQ against any losses, costs, expenses, demands or liability, whether in direct, indirect, consequential or otherwise, and whether arising in contract, tort, equity or otherwise, incurred as a result of any unauthorised disclosure or use of the confidential information by the Customer or any of its employees
  14. Limitation of Liability

    1. Except for the warranty provided in clause 4, the Customer acknowledges that to the fullest extent permissible by law, the products and/or services are provided without representation or warranties of any kind, either express or implied, and all warranties and conditions, whether express of implied, are excluded including but not limited to implied warranties of merchantability and fitness for a particular purpose
    2. If so stated in the Project proposal IQ will install, configure and integrate its products and/or services, however, IQ accepts no liability for any loss, damage or interruption cause directly or indirectly to the Customer’s business, including but not limited to computer networks, IQ systems, internet connections or data.
    3. IQ accepts no responsibility for any third party servicing, software or engagement with the Project unless clearly stated within the Project proposal, and will not be held liable for any loss including data loss, damage, expenses or costs incurred either directly or indirectly, through the Customers use of a third party.
    4. If IQ is held liable to the customer for any reason, IQ’s maximum liability is the amount paid by the Customer for the products and/or services to which the liability relates
    5. The Customer is responsible for ensuring that they are aware of all inclusions and exclusions available to them under Consumer Guarantee laws, and that IQ makes no claim that this agreement, either directly or indirectly, provides all available information.
    6. The Customer is responsible for ensuring that any custom products and/or services requested meet the required regulatory or legal obligations
  15. Termination

    1. Either IQ or the Customer may terminate this Agreement immediately by notice in writing, should:
      1. the other party commit any material breach of this Agreement that is incapable of remedy;
      2. the other party fail to remedy any breach of this Agreement this is capable of remedy, within 30 days of notice of that breach having been given by the non-defaulting party; or
      3. the commencement of liquidation or the insolvency of the other party, or upon the appointment of a receiver, statutory manager, or trustee of the other party’s property, or upon the other party compounding with its creditors or being unable to pay its debts in the ordinary course of business
  16. Force Majeure

    1. Either IQ or the Customer may suspend its obligations to perform this Agreement if it is unable to perform as a direct result of a force majeure event by notifying the other party giving details of the events occurrence.
    2. Any suspension of this Agreement under clause 16.1. is limited to the period during which the force majeure event occurs, and the reasonable time for the other party to return to its business activities.
    3. Where either IQ or the Customers obligations have been suspended pursuant to clause 16.1. For a period of 30 days or more, the other party may immediately terminate this Agreement by giving notice in writing to the other party.
  17. Subcontracting

    1. IQ may, without the consent of the Customer, engage individuals on a subcontract or consultancy basis, whether or not operating under a corporate structure, to assist in the provision of any products and/or services.
    2. The Customer shall notify IQ of any third party involved in the completion of a project, where the products and/or services supplied by IQ are part of a larger project.
    3. The Customer shall, upon the request of IQ, provide direct access, either in person or via email or telephone, to any third party engaged by the Customer for the completion of their project
    4. The Customer shall not subcontract any of its obligations under this Agreement without the prior written consent of IQ
    5. IQ may, with the prior written consent of the Customer, subcontract the performance of this Agreement in whole or part, with such consent not to be unreasonably withheld.
  18. Notices

    1. Any notice or other communication in connection with this Agreement shall be:
      1. in writing;
      2. marked for the attention of the person specified in the Project proposal or any replacement person notified by the relevant part; and
      3. sent by post or email to the contact details as specified within the Project proposal, or any alternate address or email notified by that party
    2. Notices or other communications are deemed received:
      1. if delivered by hand, on delivery;
      2. if delivered by post, on the fifth day following posting;
      3. if delivered by email, on the second day after sending.