Terms and Conditions

Summary
The goods and services of Rabbon Corporation pty ltd are supplied in accordance with these terms and Conditions which apply unless Rabbon Corporation pty ltd enters into a further written agreement with The Client which expressly overrides these General Terms and Conditions.
This document may use only teh word “Rabbon” to respresent Rabbon Corporation pty ltd.(ABN : 21 647 496 526)

Section 1 : Offers, Quotations and Purchase orders
1) If The Client wishes to order goods or services from Rabbon, The Client must provide a written order (a “Purchase Order”) to Rabbon Corporation pty ltd specifying the goods and services The Client wishes to order.

2) Each Purchase Order The Client provides to Rabbon Corporation pty ltd must be signed by The Client’s authorised representative, be on The Client’s letterhead and specify the goods and services The Client wishes to order. The Purchase Order must also specify the fees, charges and rates quoted, advertised or advised by Rabbon.

3) Unless otherwise specified in a quotation issued by Rabbon, all prices quoted for, advertised or advised by Rabbon Corporation pty ltd in respect of goods and services are exclusive of all taxes, handling, delivery, installation, training fees, agents’ fees and any other fees, charges, duties or imposts.

4) Each time The Client sends a Purchase Order to Rabbon, The Client will be deemed to have made a legally binding offer to purchase the goods and services specified in the Purchase Order. Each such offer is capable of acceptance or rejection by Rabbon Corporation pty ltd at Rabbon’s absolute discretion and Rabbon Corporation pty ltd reserves the right to reject any Purchase Order for any reason, but will notify The Client if it rejects a Purchase Order.

5) Prices and other charges and discounts quoted, advertised or advised by Rabbon Corporation pty ltd are subject to change without notice. Rabbon Corporation pty ltd may notify The Client if it has decided to reject a Purchase Order from The Client because the relevant quotation has expired, or because Rabbon Corporation pty ltd does not otherwise approve of the pricing, goods or services specified by The Client in the Purchase Order. Rabbon Corporation pty ltd will not be bound by any terms or conditions attached to or included in a Purchase Order by The Client unless the terms and conditions are expressly agreed to in writing by Rabbon Corporation pty ltd and signed by one of Rabbon’s authorised representatives.

Section 2 : Terms of payment
1) In consideration of the delivery and installation of the goods, and the performance of the services, ordered by The Client in a Purchase Order, The Client shall pay the fees, charges and rates specified in The Client’s Purchase Orders that are approved by Rabbon Corporation pty ltd(the “Price”).

2) The Price is exclusive of all taxes, handling, delivery, installation, training fees, agents’ fees and any other fees, charges, duties or imposts unless stated otherwise.

3) The Client must pay Rabbon Corporation pty ltd in accordance with any due dates for payment or other payment terms specified in a quotation issued by Rabbon, or if not so specified, then within:

(a) seven (7) business days of invoice, in respect of the provision of goods;

(b) thirty (14) business days of invoice, in respect of the provision of services.

4) If The Client does not pay Rabbon Corporation pty ltd at the time required under paragraph 3 of this section, then without limiting Rabbon’s rights or remedies, The Client must pay Rabbon Corporation pty ltd interest calculated at the rate of 2% per annum over the Corporate overdraft reference rate (Monthly charging cycle) of the Commonwealth Bank of Australia from the date on which payment was due until payment is made.

5) If payment is not made within fourteen (14) days of the due date, then without limiting rabbon’s other rights or remedies, Rabbon Corporation pty ltd may grant a further extension of time for payment or, at its option, treat the failure to pay as a breach of these Terms and Conditions, entitling Rabbon Corporation pty ltd to terminate these Terms and Conditions.

6) If The Client disputes the whole or any part of the amount claimed in an invoice submitted by Rabbon corporation pty ltd, The Client will pay the undisputed portion on the due date, and The Client and Rabbon Corporation pty ltd must meet and explore the possibility of an amicable settlement of the dispute prior to commencing any litigation, provided that nothing in this clause shall prevent either party from seeking injunctive relief at any time where damages are not an adequate remedy. If it is subsequently resolved that a further amount is payable, The Client will pay that amount together with interest at the rate of 2% per annum over the Corporate overdraft reference rate (Monthly charging cycle) of the Commonwealth Bank of Australia.

7) Rabbon Corporation pty ltd may review its fees and rates at any time in its absolute discretion, including on or about 30 June each year.

Section 3 : GST
1) All defined terms in this clause are sourced from the A New Tax System (Goods and Services Tax) Act 1999 (GST Law).

2) All Payments are exclusive of GST unless otherwise stated. t becomes payable or when the Supplier issues a Tax Invoice, whichever is later.

3) If a party (the claimant) acquires a Taxable Supply for which it is entitled to reimbursement by the other party, the reimbursement amount is reduced by the Input Tax Credit to which the claimant is entitled.

4) The Supplier must issue an Adjustment Notice immediately it becomes aware of an Adjustment Event in respect of a Taxable Supply. Within fourteen (14) days after the Supplier issues an Adjustment Note:

(a) the Recipient must pay the Supplier any increase in the GST Amount;

(b) the Supplier must pay the Recipient any decrease in the GST Amount.

5) If:
(a) one party (payer) must pay a GST Amount;

(b) a penalty, interest or additional tax (extra liability) is imposed in respect of the GST Amount because of default of another party (defaulter); and

(c) the payer provides to the defaulter proof of the extra liability; the defaulter must pay the amount of the extra liability to the payer within fourteen (14) days after the payer provides that proof to the defaulter.

Section 4 : Preparing delivery site, services and systems
1) The Client shall prepare the delivery site in accordance with the specifications contained in the quotation issued by Rabbon Corporation pty ltd or otherwise at the direction of Rabbon.

2) Rabbon Corporation pty ltd may refuse to deliver any goods or perform any services if the site or solution has not been prepared in accordance with the preceding paragraph.

3) The Client shall fully indemnify Rabbon Corporation pty ltd for direct and indirect costs incurred by Rabbon Corporation pty ltd arising out of a delay caused by the circumstances described in the preceding paragraph.

Section 5 : Delivery of services
The Client acknowledges and agrees that:
1) subject to the remainder of this clause 5:

(a) Rabbon Corporation pty ltd shall deliver the goods and perform the services on the date or during the period specified in the quotation for delivery or otherwise as approved by Rabbon Corporation pty ltd in writing; and

(b) delivery shall be affected at the site described in the Purchase Order;

2) Rabbon Corporation pty ltdmay deliver goods in any number of instalments;

3) The Client must provide appropriate access for delivery and receipt of goods and services; and

4) To the extent allowable by law, Rabbon Corporation pty ltdis not liable for:

(a) any delay in delivery of goods to The Client;

(b) any delay in the provision of services to The Client; or

(c) any loss (including consequential or indirect loss), damage or delay suffered by The Client or any third party arising from anything referred to in this clause 5.

(d) delivery times given by Rabbon Corporation pty ltd are estimates only and to the extent possible by law, Rabbon Corporation pty ltd shall not be liable for late delivery.

Section 6 : Services
1) Subject to the rights of Rabbon’s third party licensors in respect of any documents and other materials which are supplied in conjunction with any services delivered by Rabbon Corporation pty ltd to The Client (which shall remain unaffected by these General Terms and Conditions), The Client shall be licensed to use the copyright and other intellectual property rights in all materials used in the supply of the services, and the designs, software, systems, models, plans and all other outputs of the services, but only for The Client’s internal business purposes and not for the benefit of any third party.

2) Rabbon Corporation pty ltd reserves the right to reuse in any way it sees fit any documents and other materials including any programming tools, designs and techniques acquired or used by it in the performance of the services, and all outputs related thereto.

3) The Client may not assign or sublicense any intellectual property rights referred to in paragraph

(a) of this clause, without the prior written consent of Rabbon Corporation pty ltd.

Section 7 : Security Consulting Services
If Rabbon corporation pty ltd provides Security Services, Security Assessment Sevices and Security Testing Services (hereafter all security related services collectively referred to as security services); defined for purposes of this clause as, the controlled execution of either a security assessments, architecture reviews, vulnerability assessment, password audit or penetration test, the client authorises Rabbon Corporation pty ltd to:

1) undertake the steps necessary to provide the Security Testing Services as detailed in the Statement of Work; and

2) access The Client’s systems to provide the Security Testing Services as detailed in the Statement of Work. (b) The Client acknowledges that in order to provide the Security Testing Services as detailed in the Statement of Work, Rabbon Corporation pty ltdmay:

(a) access The Client’s systems, including, but without limitation to, access to software, information and data stored on those systems including sensitive, confidential or protected information;

(b) circumvent and/or modify access controls;

(c) unintentionally change, erase or destroy information on The Client’s systems; and

(d) cause disruption to The Client’s systems or operations.

3) Unless otherwise specified in the Statement of Work, the security of The Client’s systems will remain the responsibility of The Client.

4) The Client acknowledges that the information provided by Rabbon Corporation pty ltdto them in any report related to Security Testing Services is sensitive and confidential and these documents should be kept secure by The Client at all times.

5) The Client will ensure that appropriate approval is provided to Rabbon Corporation pty ltd before Security Testing Services are provided, including approvals required by any third parties.

Section 8 : Force Majeure Events
1) Rabbon Corporation pty ltd is not liable for any delay or failure to perform its obligations under these Terms and Conditions to the extent that the delay or failure is due to a Force Majeure Event. A Force Majeure Event means in relation to a party, any circumstance beyond the reasonable control or contemplation of the party which results in the party being unable to observe or perform on time an obligation under these Terms and Conditions, including:

(a) acts of God, including lightning strikes, earthquakes, floods, droughts, storms, tempests, mud slides, wash aways, explosions, fires and any natural disaster;

(b) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution;

(c) congestion, down-time, or non-operation of any telecommunication network;

(d) data loss; or

(e) failure of any hardware, software, or services delivered to The Client by any third party.

2) Obligations on Force Majeure Event If Rabbon Corporation pty ltd is delayed by a Force Majeure Event:

(a) it must notify The Client of the circumstances of the Force Majeure Event and the likely impact on the performance of Rabbon’s obligations pursuant to these Terms and Conditions; and

(b) the performance of Rabbon’s obligations will be suspended to the extent that it is delayed or unable to perform its obligations.

3) Termination for Force Majeure

(a) If a delay or failure by Rabbon Corporation pty ltd to perform its obligations due to a Force Majeure Event exceeds 60 days either party may immediately terminate these Terms and Conditions by providing written notice to the other party.

(b) If these General Terms and Conditions are terminated under this clause, Rabbon Corporation pty ltd must refund moneys previously paid by The Client under these Terms and Conditions for goods and services not provided by Rabbon Corporation pty ltd to The Client, which shall, to the extent possible by law, constitute the entirety of Rabbon’s liability in respect of such termination.

Section 9 : Privacy and Confidentiality
1) Any quotations issued by Rabbon Corporation pty ltd are confidential to Rabbon Corporation pty ltd, including any pricing specified in the quotation. In addition, any technical information or technical solutions provided by or proposed by Rabbon Corporation pty ltd constitutes confidential information of Rabbon Corporation pty ltd, unless any such information is already in the public domain except where caused by a breach of The Client’s obligations to Rabbon.

2) The Client must not disclose any confidential information of Rabbon Corporation pty ltd without Rabbon’s prior written consent, unless The Client is required to do so by law.

3) The obligations in this clause are material and survive termination of these Terms and Conditions.

4) If a party discloses to the other party personal information as defined in the Privacy Act 1988 (Cth), that party:

(a) receives that information in its capacity as the other party’s agent;

(b) must:

(i) only use the information for the purpose of fulfilling its obligations under these Terms and Conditions;

(ii) not otherwise use or disclose the information without the prior written consent of the other party; and

(iii) comply with the other party’s requirements or directions in relation to the information.

Section 10 : Solution and Software Licence
(1) In each item of software:

(a) integrated into any goods (the “Integrated Software”);or

(b) delivered by Rabbon Corporation pty ltdto the Client for installation by the Client, or required by Rabbon Corporation pty ltd or its suppliers to supply software-as-a-service (aka “cloud-based”) services for the Client (the “Supplier Software”) or owned by Rabbon, the copyright and other intellectual property rights are owned absolutely by the manufacturer of the goods or supplier of the services or licenses for Rabbon, as applicable unless and to the extent a third party is identified by Rabbon Corporation pty ltd as the owner of the Integrated Software or supplier of the services or licenses as applicable (such manufacturer, supplier or third party shall be referred to in this clause 16 as “the software owner”). No assignment of any such rights is expressed or implied in these Terms and Conditions.

2) The performance by Rabbon Corporation pty ltd of its obligations under these Terms and Conditions is in all respects conditional upon The Client entering into on the date of these General Terms and Conditions an end-user licence agreement with the software owner or Rabbon Corporation pty ltd or a third party on behalf of the software owner (a “Licence Agreement”), a copy of which is accessible via the Internet hyperlink(s) specified by Rabbon Corporation pty ltd and which governs the use by The Client of that item of Integrated Software or Supplier Software as applicable and as may be required by the software owner.

3) The Client agrees with Rabbon Corporation pty ltd as a term of these Terms and Conditions to be bound and abide by the terms and conditions of each such Licence Agreement and of any Rabbon or other software licence agreement, end user licence agreement, hardware licence agreement and other standard agreements of the manufacturer/vendor of the goods or supplier of the services or licenses.

4) The Client agrees and acknowledges that nothing contained in these Terms and Conditions shall be construed as an assignment or transfer of any copyright, design right or other intellectual property right in such Integrated Software, Software or Supplier Software, all of which rights are reserved by the software owner.

5) The Client agrees and acknowledges that, except and to the extent as otherwise provided in the relevant Licence Agreement, The Client shall have only a non-exclusive and (except as provided in section 10 subclause 7 (below) non-transferable licence to use such Integrated Software or Supplier Software as applicable in the form in which it is supplied to the Client, or embedded in or integrated into the goods at the time of delivery to The Client as an integral part of the goods for use in conjunction with the goods but subject to the condition that the goods are used only for their intended purpose and such Integrated Software or Supplier Software is used for The Client’s internal business purposes only.

6) Except as expressly permitted by a Licence Agreement and save to the extent and in the circumstances expressly required to be permitted by law, The Client shall not rent, lease, sublicense, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of such Integrated Software or Supplier Software or use, reproduce or deal in such Integrated Software or Supplier Software or any part thereof in any way, or interface the Integrated Software with any other software. In respect of any such activities claimed to be made permissible by law, The Client undertakes first to make a prior written statement to Rabbon Corporation pty ltd and the software owner identifying the activity and stating why The Client believes it to be permissible, and to refrain from commencing any such activity until Rabbon Corporation pty ltd and the software owner shall each have had a reasonable opportunity to consider and thereafter give a response to The Client in respect of each such statement.

7) Except to the extent prohibited by a Licence Agreement, The Client shall be entitled to transfer the benefit of the licence granted pursuant to the Licence Agreement (“the Licence”) and the right to transfer the Licence in terms of this section 10 subclause 7 to any purchaser of the goods provided the purchaser agrees before making such purchase to be bound by the terms of this section 10. If the purchaser does not accept such terms then the Licence shall automatically and immediately terminate.

(a) The Licence:
(i) in relation to Integrated Software, shall remain effective without limit in time until it is terminated in accordance with its terms or section 10 subclause 7 or until The Client shall terminate it by erasing or destroying such Integrated Software; and

(ii) in relation to Supplier Software, shall remain effective until it expires or is terminated in accordance with its terms. The Licence shall also terminate automatically and immediately if The Client shall fail to abide by the terms of the Licence, or this section 10. Upon termination of the Licence, for whatever reason, The Client shall, at The Client’s sole cost and expense, deliver up to Rabbon Corporation pty ltdthe media on which such Integrated Software or Supplier Software is recorded or embedded (and all copies thereof (if any) in The Client’s possession) or, at The Missing Link’s option, shall erase or otherwise destroy such Integrated Software or Supplier Software (and all copies thereof (if any) in The Client’s possession) and shall certify to Rabbon Corporation pty ltdthat the same has been done.

8) To the extent of any inconsistency between the provisions of the Licence Agreements and the terms and conditions of this section 10, the Licence Agreements shall prevail. It is The Client’s responsibility to familiarise itself with the provisions of the relevant Licence Agreements, prior to submitting each Purchase Order to The Missing Link.

Section 11 : Indemnity
The Client indemnifies Rabbon Corporation pty ltd against all and any loss and damage that may be incurred by Rabbon Corporation pty ltd as a result of any breach by The Client of these Terms and Conditions.

Section 12 : Termination
(1) Termination by Either Party : A party may terminate these Terms and Conditions immediately by written notice to the other party if:
(a) the other party:
(i) commits any breach of these General Terms and Conditions that is incapable of remedy;

(ii) fails to remedy any breach of these General Terms and Conditions that is capable of remedy within thirty (30) days of notice of that breach having been given by the non-defaulting party to the other party;

(b) an Insolvency Event occurs in relation to the other party; or

(c) it becomes unlawful for the party to perform or comply with its obligations under these Terms and Conditions. For the purposes of this section 12 subsection 1, an Insolvency Event means an event by which a party:

(d) is placed in or under any form of external administration including if a party or its property is subject to the appointment of an administrator, a controller, receiver or receiver and manager, a liquidator or an official manager;

(e) is made subject to any compromise or arrangement with any of its creditors or members or scheme for its reconstruction or amalgamation, otherwise than as a result of a voluntary corporate reconstruction;

(f) is wound up or dissolved, or an order or resolution is made to wind up or dissolve the party; or

(g) has anything similar to any of the events in paragraphs (d) to (g). happen to it under the law of any applicable jurisdiction.

2) Termination for Non-Payment Rabbon Corporation pty ltd can terminate these Terms and Conditions on 14 days’ notice if any amount owed under these Terms and Conditions remains unpaid for 14 days or more.

3) Consequences of Termination On termination:
(a) Rabbon Corporation pty ltdmay cease providing goods or services under these General Terms and Conditions;
(b) The Client:
(1) must pay Rabbon Corporation pty ltdfor:
(i) all unpaid work performed up to and including the termination date;
(ii) all costs and expenses relating to goods or services obtained or ordered in connection with the provision of goods or services hereunder;
(3) if The Client fails to comply with paragraph (3)(b)(i), Rabbon Corporation pty ltd may exercise a lien over any of The Client’s property and related data, documentation and records Rabbon Corporation pty ltdholds in its possession or control pending The Client’s fulfilment of its obligations under paragraph (3)(b)(i);

4) each party may pursue any additional or alternative remedies the law provides; and

5) where Rabbon Corporation pty ltdhas installed any equipment which The Client has not paid for, The Client must make immediately available for collection by Rabbon Corporation pty ltd any such equipment.;

Section 13 : Engagement with Rabbon’s personnel
The Client must not without Rabbon’s consent (which it may withhold at its discretion):
1) during the period of these General Terms and Conditions; and

2) for 12 months after delivery of any goods or services under these General Terms and Conditions, directly or indirectly:

3) employ or engage on any other basis; or

4) offer employment or engagement to, any of Rabbon’s employees or personnel who have been associated with the delivery of any goods and services to The Client by Rabbon Corporation pty ltd.

5) If The Client employs or engages any person in breach of this clause, The Client must pay Rabbon Corporation pty ltd liquidated damages equal to the total payments Rabbon Corporation pty ltd made to the person for the person’s services (as employee or contractor) in the six (6) months preceding termination of the person’s employment or engagement by Rabbon Corporation pty ltd. The Client agree that this amount is not a penalty and is a reasonable estimate of the loss and damage Rabbon Corporation pty ltd will suffer as a result of The Client’s breach.

Section 14 : Resolving disputes
1) Before commencing litigation in respect of any dispute relating to these General Terms and Conditions, the parties must attempt to resolve the dispute under the process in this clause.

2) The process for settling disputes will be:
(a) a party claiming that a dispute has arisen, must give written notice to the other parties to the dispute specifying the nature of the dispute;

(b) following receipt of the notice under paragraph (a) the parties to the dispute must seek to resolve the dispute by consultation between the managing directors of each party;

(c) if the dispute is not resolved under paragraph (b) within seven days or any further or any other period agreed to in writing by the parties the parties must refer the matter to the Australian Commercial Disputes Centre (ACDC) for mediation;

(d) the mediation must be conducted under the ACDC Guidelines for Commercial Mediation operating at the time the dispute is referred to ACDC which set out the procedures to be adopted, the process of selection of the mediator and the costs involved, and are deemed to be incorporated into these General Terms and Conditions

(e) if the dispute has not settled within 28 days after appointment of the mediator, or any other period agreed to in writing by the parties, either party may commence legal proceedings.

3) Nothing in this clause will prevent a party from seeking injunctive relief.

Section 15 : Communication
(1) Notices
(a) The Client’s address for service of notices is set out on the first page of these Terms and Conditions.

(b) Rabbon’s address for service of notices is Level 36, 1 Macquarie Place Sydney NSW 2000.

(c) A party must promptly notify the other of any change to its address for service of notices.

(d) A notice by a party:
(i) is taken to be given if it is made in writing and issued by the sender, and delivered by hand, post, facsimile or email;

(ii) subject to Section 22 (1) (d) (iii) is taken as being received:
(A) if it is delivered by hand or courier – when actually delivered;
(B) if it is posted:

(i) in Australia to an address in Australia, on the 3rd Business Day after posting;
(ii) in Australia to an address outside Australia, on the 7th Business Day after posting; or
(iii) outside Australia to an address in or outside Australia, on the 7th Business Day after posting.

(C) if it is sent by facsimile, when the device through which the notice is sent reports that the notice has been sent. The report must be in readable form and capable of being reproduced on paper.

(D) if it is sent by email, upon receipt by the sender of a read receipt or delivery receipt from the recipient’s email system, or upon receipt of a reply to the sender’s email from the recipient copying in the original email sent by the sender.

(c) that is received or taken to be received under clause 21 (a) (iv) (2) on a day that is not a business day in Sydney or after 5.00pm on a business day in Sydney, is taken to be received on the next business day in Sydney.

Section 16 : General Terms and Conditions
1) The Client must not assign, licence, novate or otherwise transfer of any of The Client’s rights or obligations under these Terms and Conditions without the prior written consent of Rabbon Corporation pty ltd which Rabbon Corporation pty ltd may withhold at its absolute discretion.

2) No term of these General Terms and Conditions is intended to confer a benefit on, or to be enforceable by, any person who is not a party to these Terms and Conditions.

3) To the extent possible by law, these General Terms and Conditions constitute the complete and exclusive statement of the agreement between Rabbon Corporation pty ltd and The Client, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of these Terms and Conditions.

4) The Client will sign any documents and do anything else that may be necessary or desirable to give full effect to these General Terms and Conditions.

5) Provisions of these Terms and Conditions which can, and are intended to, operate after termination, continue to have full force and effect.

6) A waiver by Rabbon Corporation pty ltdof any of its rights under these General Terms or Conditions or existing at law does not constitute a release of The Client’s obligation to observe and perform all of The Client’s obligations to Rabbon Corporation pty ltdin the future.

7) These Terms and Conditions may not be varied, discharged or waived unless the parties sign a document to that effect.

8) If any provision of these Terms and Conditions or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of these General Terms and Conditions and its application shall not be affected and shall remain enforceable to the greatest extent permitted by law.
(a) These General Terms and Conditions are governed by the law in force in New South Wales and the parties submit to the exclusive jurisdiction of the courts of or exercising jurisdiction in New South Wales.

9) Each person who signs this document on behalf of a party declares that that person has no notice of the revocation or suspension of the power under the authority by which the person signs this document.

10) Each party must do everything reasonably necessary to give effect to these Terms and Conditions and the transactions contemplated by it, including the execution of documents.
(a) These General Terms and Conditions may be executed in any number of counterparts and all of those counterparts taken together constitute one and the same document.

11) To the extent allowable by law, Rabbon Corporation pty ltd will not be liable to The Client if the performance of its obligations is prevented or hindered due to any circumstances outside of its reasonable control.