Terms and Conditions - Just Genes AB Services

Definitions
1. 1.1 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting JGAB to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
  1. (a) if there is more than one Client, is a reference to each Client jointly and severally; and
  2. (b) if the Client is a partnership, it shall bind each partner jointly and severally; and
  3. (c) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
  4. (d) includes the Client’s executors, administrators, successors and permitted assigns.
2. 1.2 “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, Contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
3. 1.3 “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
4. 1.4 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when using JGAB’s website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.
5. 1.5 “Goods” means all Goods (including, but not limited to, any container, semen or embryos) submitted by the Client for storage by JGAB on their registered premises (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
6. 1.6 “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
7. 1.7 “Incidental Items” means any goods, documents, designs, drawings or materials supplied, consumed, created or deposited incidentally by JGAB in the course of it conducting, or supplying to the Client, any Services.
8. 1.8 “Intellectual Property” means any trade secrets, confidential, technical or business information (including ideas, formulas, compositions, designs, inventions, and conceptions of inventions whether patentable or un-patentable and whether or not reduced to practice), technology (including know-how), processes and techniques, methodologies, research and development information, drawings, specifications, designs, plans, proposals, technical data, and copyrightable works.
9. 1.9 “JGAB” means J & C Cooper (as Trustee for) Joncol Trust T/A Just Genes AB Services its successors and assigns or any person acting on behalf of and with the authority of J & C Cooper (as Trustee for) Joncol Trust T/A Just Genes AB Services.
10. 1.10 “Price” means the Price payable (plus any GST where applicable) for the Services as agreed between JGAB and the Client in accordance with clause 6 of this Contract.
11. 1.11 “Services” means all Services supplied by JGAB to the Client at the Client’s request from time to time (including, but not limited to, anything done or to be done in relation to the Goods, or the provision of any Services ancillary to the Goods such as collecting, storing, distributing, delivering, or otherwise handling, the Goods, or anything else done in relation thereto, including the offering of any advice or recommendations).
12. 1.12 “Storage Facility” means the storage space used by the Client to store Goods, as supplied by JGAB.
13. 1.13 “Storage Term” shall mean the storage hire period, as described on the invoices, storage agreement, quotation, or any other forms as provided by JGAB to the Client.
Acceptance
1. 2.1 The parties acknowledge and agree that:
  1. (a) they have read and understood the terms and conditions contained in this Contract; and
  2. (b) the parties are taken to have exclusively accepted and are immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Services provided by JGAB.
2. 2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
3. 2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
4. 2.4 The Client acknowledges that the supply of Services on credit shall not take effect until the Client has completed a credit application with JGAB and it has been approved with a credit limit established for the account.
5. 2.5 In the event that the supply of Services requested exceeds the Client’s credit limit and/or the account exceeds the payment terms, JGAB reserves the right to refuse delivery.
6. 2.6 The Client represents and warrants that they are the true and lawful owner of the Goods, or authorised by the owner to act as their agent for the purposes of entering into, and fulfilling the owner’s obligations under, this Contract. Irrespective of any third party payment arrangements, the signatory shall be fully responsible for all charges incurred under this Contract.
7. 2.7 JGAB agrees to store frozen Goods from the said animal(s) for use in reproductive procedures and long term storage.
8. 2.8 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 14 of the Electronic Transactions (Queensland) Act 2001or any other applicable provisions of that Act or any Regulations referred to in that Act.
Errors and Omissions
1. 3.1 The Client acknowledges and accepts that JGAB shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
  1. (a) resulting from an inadvertent mistake made by JGAB in the formation and/or administration of this Contract; and/or
  2. (b) contained in/omitted from any literature (hard copy and/or electronic) supplied by JGAB in respect of the Services.
2. 3.2 In circumstances where the Client is required to place an order for the Services, in writing, or otherwise as permitted by these terms and conditions, the Client is responsible for supplying correct order information such as, without limitation, measurements and quantity, when placing an order for the Services (whether they are made to order Incidental Items or not) (“Client Error“). The Client must pay for all Services it orders from JGAB notwithstanding that such Services suffer from a Client Error and notwithstanding that the Client has not taken or refuses to take delivery of such Services. JGAB is entitled to, at its absolute discretion to waive its right under this sub-clause in relation to Client Errors.
Change in Control
1. 4.1 The Client shall give JGAB not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, change of trustees, or business practice). The Client shall be liable for any loss incurred by JGAB as a result of the Client’s failure to comply with this clause.
Credit Card Information
1. 5.1 JGAB will:
  1. (a) keep the Client’s personal details, including credit card details for only as long as is deemed necessary by JGAB;
  2. (b) not disclose the Client’s credit card details to any third party; and
  3. (c) not unnecessarily disclose any of the Client’s personal information, except is accordance with the Privacy Act (clause 22) or where required by law.
2. 5.2 The Client expressly agrees that, if pursuant to this Contract, there are any unpaid charges, other amounts due and outstanding by the Client, any storage fees or any other additional charges are due from the Client, JGAB is entitled to immediately charge the Client’s nominated credit card for these amounts, and is irrevocably authorised to complete any documentation and take any action to recover from the credit card issuer any and all amounts which may be due by the Client pursuant to the terms of this Contract.
Price and Payment
1. 6.1 At JGAB’s sole discretion, the Price shall be either:
  1. (a) as indicated on any invoice provided by JGAB to the Client upon placement of an order for the Services; or
  2. (b) the Price as at the date of delivery of the Services according to JGAB’s current price list as previously disclosed to the Client upon the Client’s placement of an order for the Services; or
  3. (c) JGAB’s quoted Price (subject to clause ) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
2. 6.2 JGAB reserves the right to:
  1. (a) charge in addition to the Price, handling and delivery charges (which shall include the distribution of genetic material held in storage) which shall be invoiced on a pro rata basis where applicable on the subsequent quarterly charges; and
  2. (b) change the Price if a variation to JGAB’s quotation is requested. Variations will be charged for on the basis of JGAB’s quotation, and will be detailed in writing, and shown as variations on JGAB’s invoice. The Client shall be required to respond to any variation submitted by JGAB within ten (10) working days. Failure to do so will entitle JGAB to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
3. 6.3 At JGAB’s sole discretion, a reasonable non-refundable deposit may be required upon placement of an order for the Services, in accordance with any quotation provided by JGAB or as notified to the Client prior to the placement of an order for the Services.
4. 6.4 Time for payment for the Services being of the essence, the Price will be payable by the Client on the date/s determined by JGAB, which may be:
  1. (a) on or before delivery of the Services;
  2. (b) by way of instalments/progress payments in accordance with JGAB’s payment schedule;
  3. (c) the date specified on any invoice or other form as being the date for payment; or
  4. (d) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by JGAB.
5. 6.5 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Client and JGAB.
6. 6.6 JGAB may in its discretion allocate any payment received from the Client towards any invoice that JGAB determines and may do so at the time of receipt or at any time afterwards.
7. 6.7 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by JGAB nor to withhold payment of any invoice because part of that invoice is in dispute. Once in receipt of an invoice for payment, if any part of the invoice is in dispute, then the Client must notify JGAB in writing within three (3) business days, the invoice shall remain due and payable for the full amount, until such time as JGAB investigates the disputed claim, no credit shall be passed for refund until the review is completed. Failure to make payment may result in JGAB placing the Client’s account into default and subject to default interest in accordance with clause 20.1.
8. 6.8 Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to JGAB an amount equal to any GST JGAB must pay for any supply by JGAB under this or any other agreement for providing JGAB’s Services. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
Client’s Responsibilities
1. 7.1 All documentation related to the Goods (including shipment requests) must be filled out completely, and truthfully, by the Client; JGAB shall not be responsible for the collection of any information required on said documentation.
2. 7.2 It shall be the Client’s responsibility to:
  1. (a) comply with the record keeping requirements of any association which regulates breeding of the said animal(s), or any other registration body with which animal(s) is registered;
  2. (b) to negotiate directly with the co-breeder and collect any applicable breeding fee.
3. 7.3 When the Client contracts for insemination using the Goods held by JGAB, the Client will give JGAB at least one (1) week’s advance notice in order to allow preparation of the required paperwork and arrange shipping in the most economical fashion.
Extent of JGAB’s Obligation and Limitation of Liabilities and Indemnity
1. 8.1 JGAB makes no representation or warranty that any reproductive procedure using the Goods will provide a successful result. JGAB strongly recommends that the Client contract JGAB’s trained veterinarians to conduct inseminations with the Goods to maximize the chances of a successful result.
2. 8.2 JGAB shall exercise reasonable care in storing the Goods. Aside from the obligation to exercise reasonable care, JGAB shall not be responsible for errors and omission, and JGAB expressly disclaims any such liability.
3. 8.3 JGAB shall not be responsible for the loss or accidental thawing of the Goods resulting from storage tank failure (or any other force majeure event), any act by non-employees of JGAB who may be contracted (either by JGAB or the Client) to transport or handle the Goods, by employees or agents of JGAB (unless such acts constitute gross negligence), or from any other cause beyond the reasonable control of JGAB.
4. 8.4 The Client acknowledges and agrees that JGAB is not responsible for any deterioration of the quality of the Goods while being stored in the Storage Facility or in conjunction with the provision of the Services.
5. 8.5 The Client agrees to use the Storage Facility at their own risk and indemnifies (to the full extent permitted by law) JGAB, its employees and agents from all actions, proceedings, claims and demands, costs, losses, damages and expenses of any kind which may be brought against or made upon JGAB or which JGAB may pay, sustain or to put to by reason of, in consequence of, or in connection with the storage of the Goods and the Client releases and discharges JGAB from any action, proceedings, claim, demand, costs, losses, damages or expenses arising out of storage of the Goods which but for this provision of this Contract, might be brought against or made upon JGAB by the Client.
Conditions of Storage
1. 9.1 JGAB will:
  1. (a) store the Goods within the Storage Facility until the Client’s account is terminated in accordance with these terms;
  2. (b) take all reasonable care to ensure that the Goods are securely stored and is not subject to any physical damage;
  3. (c) prepare an inventory of the Goods received for storage and will ask the Client to sign that inventory; and
  4. (d) ensure that the appropriate security precautions are in place within the Storage Facility.
2. 9.2 The Client acknowledges and agrees:
  1. (a) that the Client will not have direct access to the Client’s Goods within the Storage Facility. JGAB may store the Client’s Goods anywhere in JGAB’s Storage Facility and reserves the right to move the Client’s Goods within the Storage Facility at no cost to the Client. JGAB will notify the Client of the removal and advise the location of the new Storage Facility to which the Goods are being removed not less than five (5) days before removal (except in emergency, when such notice will be given as soon as possible);
  2. (b) to comply with all relevant laws, including Acts, Ordinances, Regulations, By-laws and Orders, as are or may be applicable to the use of the Storage Facility; this includes laws relating to the Goods which are stored, and the manner in which they are stored. The liability for any (and all), breach of such laws rests absolutely with the Client, and includes any (and all) costs resulting from such breach. If JGAB has reason to believe that the Client is not complying with all relevant laws, it may take any action it believes to be necessary to so comply, including the action outlined in clauses 10 and 21, and/or immediately dispose of, or remove, the Goods at the Client’s expense, and//or submit the Goods to the relevant authorities. The Client agrees that JGAB may take such action at any time, even though it could have acted earlier.
3. 9.3 Subject to payment for the balance of any fixed or minimum period of storage, the Client may require the Goods to be removed from storage at any time by giving JGAB not less than seven (7) working days’ notice. Failure of the Client giving JGAB less than the required notice shall not relinquish the Client’s obligations of payment to JGAB for the storage of the Goods until both parties have agreed on the removal of the Goods. JGAB will still use their best endeavours to meet the Client’s requirements but shall be entitled to make a reasonable additional charge for the short notice.
4. 9.4 Further to clause 9.3, should the Client fail to make payment for the agreed amount JGAB shall be entitled to remove the Goods from the Storage Facility at the Client’s own risk and indemnifies JGAB from any losses, damages or expenses in accordance with clause 8.5.
5. 9.5 The Client agrees to remove the Goods from storage within twenty-eight (28) days of a written notice of requirement from JGAB to do so. In default, JGAB shall provide the Client with written notice of JGAB’s intention to SELL ALL OR ANY OF THE GOODS by public auction or, if that is not reasonably practicable by private treaty within Add relevant timeframe here of such notice being issued, apply the net proceeds in satisfaction of any amount owing by the Client to JGAB in accordance with the Storage Liens Act 1973.
6. 9.6 If in the opinion of JGAB, all or any of the Goods stored by JGAB on the Client’s behalf, for the purposes of Services, becomes deteriorated, objectionable, or are a source of damage or contamination, then JGAB may at any time upon notice (either written or electronic communication) and at the Client’s expense remove such Goods and at JGAB’s discretion, after the appropriate notice, destroy or sell the Goods in accordance with clause
Storage Agreement
1. 10.1 The commencement date shall be the date of the first delivery of the Services or from the date of signing, whichever is the earlier. The storage agreement shall be for the period (‘initial term”) as agreed between both parties and shall revert to a monthly roll over basis automatically, thereafter, unless agreed otherwise until terminated by either party by giving at least thirty (30) days required notice as defined in the Contract prior to the expiration date of the initial term or any additional term.
2. 10.2 The hire of the Storage Facility shall continue until the end of the Storage Term specified in the storage agreement, where such date is not specified, will continue on a periodic quarterly basis, unless terminated by way of either party providing the other with thirty (30) days written notice. JGAB shall be entitled to retain a portion of the deposit, if less than the requisite notice is given by the Client.
3. 10.3 In accordance with clause 9.5, if the Client fails to pay all outstanding monies to JGAB and/or to remove the Goods from the Storage Facility within twenty-eight (28) days of a notice by JGAB requiring the Client to do so, title to the Goods and any storage containers containing the Goods will be automatically assigned to JGAB and JGAB may dispose of the Goods and storage containers after notice period. JGAB may also require the payment of any costs associated with the seizure of the Goods. Any excess monies recovered by JGAB on the disposal of the Goods will be returned to the Client.
4. 10.4 JGAB will not be liable to the Client for any loss or damage the Client suffers because JGAB has exercised its rights under clause
5. 10.5 Upon expiry/termination, the Client must:
  1. (a) remove all Goods from the Storage Facility on the specified date; and
  2. (b) pay any outstanding monies and any expenses on default, or other monies owed to JGAB up to the date of termination, or clauses 20 and 21 may apply.
6. 10.6 In the event of illegal or environmentally harmful activities on the part of the Client, JGAB may terminate this Contract without notice, and JGAB may advise the Client that unless the Client’s Goods are removed (within fourteen (14) days of the date of such advice) the property of the Client shall be forfeited to JGAB without payment or compensation. If the Client fails to comply with such notice, ownership of the Client’s Goods in the Storage Facility shall immediately pass to JGAB.
Delivery of the Goods
1. 11.1 Delivery (“Delivery”) of the Goods is taken to occur when the Goods are either:
  1. (a) collected by the Client or the Client’s agent at JGAB’s premises. All Goods leaving the Storage Facility must be signed for upon pickup. No Goods will be released unless the correct authorisation is received; or
  2. (b) JGAB (or JGAB’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address. It is expressly agreed that JGAB shall be taken to have delivered the Goods in accordance with this Contract if at that address JGAB obtains from any person a receipt or a signed delivery docket for the Goods.
2. 11.2 Delivery of the Services to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this Contract.
3. 11.3 The cost of Delivery will be payable by the Client in accordance with the quotation provided by JGAB to the Client, or as otherwise notified to the Client prior to the placement and or Delivery of an order for the Goods, including any express mail courier/airline shipping charges, courier service and return freight charges and shown as a variation in accordance with clause 6.2.
4. 11.4 Any time specified by JGAB for Delivery of the Goods or Services is an estimate only. The Client must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery. JCAB will not be liable for any loss or damage incurred by the Client as a result of Delivery being late. If the nominated Delivery address is unattended, or if Delivery cannot otherwise be effected, JGAB may (in its sole discretion) store the Goods for which the Client shall pay or indemnify JGAB for all costs and expenses incurred in relation to such storage. In the event JGAB stores the Goods, JGAB shall be entitled to charge the Client a reasonable fee for redelivery of the Goods.
Risk
1. 12.1 Irrespective of whether JGAB retains ownership of any Incidental Items all risk for such items shall pass to the Client as soon as such items are delivered to the Client and shall remain with the Client until such time as JGAB may repossess the Incidental Items in accordance with clause 15.3(f). The Client must insure all Goods and/or Incidental Items on or before Delivery.
2. 12.2 JGAB reserves its right to seek compensation or damages for any damage, destruction or loss suffered in relation to the Incidental Items as a result of the Client’s failure to insure in accordance with clause 12.1.
3. 12.3 The Client agrees to assume all responsibility for the Goods, and shall bear all risk of, or damage to, the Goods, whether by loss, infection, theft or otherwise, and by any cause whatsoever, and agrees to hold JGAB harmless on any, and all, damages associated therewith.
Insurance
1. 13.1 The Client acknowledges that:
  1. (a) the Goods are stored at the Client’s sole risk and not at the risk of JGAB (including without limitation insurance against any damage to the Client’s Goods while in the Storage Facility, howsoever caused); and
  2. (b) unless otherwise agreed:
    1. JGAB is under no obligation to arrange insurance of the Goods and it remains the Client’s responsibility to ensure that the Goods are insured adequately or at all; and
    2. under no circumstances will JGAB be under any liability with respect to the arranging of any such insurance and no claim will be made against JGAB for failure to arrange or ensure that the Goods are insured adequately or at all.
Compliance with Laws
1. 14.1 The Client and JGAB shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services.
Title
1. 15.1 The Client acknowledges and agrees that the Client’s obligations to JGAB for the provision of the Services shall not cease and ownership of the Incidental Items shall not pass until:
  1. (a) the Client has paid JGAB all amounts owing for the Services; and
  2. (b) the Client has met all other obligations due by the Client to JGAB in respect of all Contracts between JGAB and the Client.
2. 15.2 Receipt by JGAB of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then JGAB’s ownership in the Incidental Items or rights in respect of the Services shall continue.
3. 15.3 It is further agreed that, until ownership of the Incidental Items passes to the Client in accordance with clause 15.1:
  1. (a) the Client is only a bailee of the Incidental Items and must return the Incidental Items to JGAB immediately upon request by JGAB;
  2. (b) the Client holds the benefit of the Client’s insurance of the Incidental Items on trust for JGAB and must pay to JGAB the proceeds of any insurance in the event of the Incidental Items being lost, damaged or destroyed;
  3. (c) the Client must not sell, dispose, or otherwise part with possession of the Incidental Items. If the Client sells, disposes or parts with possession of the Incidental Items then the Client must hold the proceeds of sale of the Incidental Items on trust for JGAB and must pay or deliver the proceeds to JGAB on demand;
  4. (d) the Client should not convert or process the Incidental Items or intermix them with other goods, but if the Client does so then the Client holds the resulting product on trust for the benefit of JGAB and must dispose of or return the resulting product to JGAB as JGAB so directs;
  5. (e) the Client shall not charge or grant an encumbrance over the Incidental Items nor grant nor otherwise give away any interest in the Incidental Items while they remain the property of JGAB; and
  6. (f) the Client irrevocably authorises JGAB to enter any premises where JGAB believes the Incidental Items are kept and recover possession of the Incidental Items.
Personal Property Securities Act 2009 (“PPSA”)
1. 16.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
2. 16.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in:
  1. (a) all Incidental Items previously supplied by JGAB to the Client;
  2. (b) all Incidental Items will be supplied in the future by JGAB to the Client and the proceeds from such Incidental Items; and
  3. (c) all the Client’s present and after acquired property being a charge, including anything in respect of which the Client has at any time a sufficient right, interest or power to grant a security interest in for the purposes of securing repayment of all monetary obligations of the Client to JGAB for Services – that have previously been provided and that will be provided in the future by JGAB to the Client.
3. 16.3 The Client undertakes to:
  1. (a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which JGAB may reasonably require to;
    1. register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
    2. register any other document required to be registered by the PPSA; or
    3. correct a defect in a statement referred to in clause 1(a)(i) or 1(a)(ii);
  2. (b) indemnify, and upon demand reimburse, JGAB for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Incidental Items charged thereby;
  3. (c) not register a financing change statement in respect of a security interest without the prior written consent of JGAB;
  4. (d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Incidental Items or the proceeds of such Incidental Items in favour of a third party without the prior written consent of JGAB.
4. 16.4 JGAB and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
5. 16.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
6. 16.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
7. 16.7 Unless otherwise agreed to in writing by JGAB, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
8. 16.8 The Client must unconditionally ratify any actions taken by JGAB under clauses 1to 16.5.
9. 16.9 Subject to any express provisions to the contrary (including those contained in this clause 16), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
Security and Charge
1. 17.1 In consideration of JGAB agreeing to provide its Services, the Client grants JGAB a security interest by way of a floating charge (registerable by JGAB pursuant to the PPSA) over all of its present and after acquired rights, title and interest (whether joint or several) in all other assets that is now owned by the Client or owned by the Client in the future, to the extent necessary to secure the repayment of monies owed under this Contract for provision of the Services under this Contract and/or permit JGAB to appoint a receiver to the Client in accordance with the Corporations Act 2001 (Cth).
2. 17.2 The Client indemnifies JGAB from and against all JGAB’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising JGAB’s rights under this clause.
3. 17.3 In the event that the Client defaults or breaches any term of this Contract and as a result, the security provided in clauses 15.1,1and 17.1as applicable, is deemed insufficient by JGAB to secure the repayment of monies owed by the Client to JGAB, the Client hereby grants JGAB a security interest as at the date of the default, by way of a charge, that enables the right and entitlement to lodge a caveat over any real property and or land owned by the Client now, or owned by the Client in the future, to secure the performance of the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money.
The Competition and Consumer Act 2010 (“CCA”) and Fair Trading Act’s (“FTA”)
1. 18.1 Nothing in this Contract is intended to have the effect of modifying, or contracting out of, any applicable provisions of the CCA or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
Intellectual Property
1. 19.1 JGAB retains exclusively, all Intellectual Property rights associated with the Services supplied by JGAB. Where JGAB has provided this Intellectual Property to the Client for the sole purpose of this Contract, JGAB retains ownership of the Intellectual Property, but grants the Client a non-exclusive and non-transferable licence for its use (solely in relation to this Contract). The Client shall have no right to use any of the Intellectual Property outside the scope of this Contract, and JGAB shall be entitled to compensation from the Client, where it is shown that the Client has failed to adhere to this clause.
2. 19.2 The Client warrants that all Goods, specifications or instructions provided to JGAB will not cause JGAB to infringe any ownership, patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify JGAB against any action taken by a third party against JGAB in respect of any such infringement.
3. 19.3 The Client agrees that JGAB may (at no cost) use for the purposes of marketing or entry into any competition, any Intellectual Property which JGAB has created for the Client.
Default and Consequences of Default
1. 20.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at JGAB’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
2. 20.2 If the Client owes JGAB any money, the Client shall indemnify JGAB from and against all costs and disbursements:
  1. (a) incurred; and/or
  2. (b) which would be incurred and/or
  3. (c) for which by the Client would be liable; and/or
  4. (d) in regard to legal costs on a solicitor and own client basis incurred in exercising JGAB’s rights under these terms and conditions, internal administration fees, JGAB’s Contract fees owing for breach of these terms and conditions’, including, but not limited to, contract default fees and/or recovery costs (if applicable), as well as bank dishonour fees.
3. 20.3 Further to any other rights or remedies JGAB may have under this Contract, if a Client has made payment to JGAB, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by JGAB under this clause 20 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.
4. 20.4 Without prejudice to JGAB’s other remedies at law JGAB shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to JGAB shall, whether or not due for payment, become immediately payable if:
  1. (a) any money payable to JGAB becomes overdue, or in JGAB’s opinion the Client will be unable to make a payment when it falls due;
  2. (b) the Client has exceeded any applicable credit limit provided by JGAB;
  3. (c) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
  4. (d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
Cancellation
1. 21.1 Without prejudice to any other remedies the parties may have, if at any time either party is in breach of any obligation (including those relating to payment) under these terms and conditions (“the Breaching Party”) the other party may suspend or terminate the supply of Services to the other party, with immediate effect, by providing the Breaching Party with written notice. Neither party will be liable for any loss or damage the other party suffers because one of the parties has exercised its rights under this clause.
2. 21.2 If JGAB, due to reasons beyond JGAB’s reasonable control, is unable to deliver any Services to the Client, JGAB may cancel any Contract to which these terms and conditions apply or cancel delivery of Services at any time before the Services are delivered by giving written notice to the Client. On giving such notice JGAB shall repay to the Client any money paid by the Client for the Services. JGAB shall not be liable for any loss or damage whatsoever arising from such cancellation.
3. 21.3 The Client may cancel delivery of the Services by written notice served within forty-eight (48) hours of placement of the order. If the Client cancels delivery in accordance with this clause 21.3, the Client will not be liable for the payment of any costs of JGAB, except where a deposit is payable in accordance with clause Failure by the Client to otherwise accept delivery of the Services shall place the Client in breach of this Contract.
Privacy Policy
1. 22.1 All emails, documents, images or other recorded information held or used by JGAB is Personal Information, as defined and referred to in clause 22.3, and therefore considered Confidential Information. JGAB acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). JGAB acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by JGAB that may result in serious harm to the Client, JGAB will notify the Client in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.
2. 22.2 Notwithstanding clause 22.1, privacy limitations will extend to JGAB in respect of Cookies where the Client utilises JGAB’s website to make enquiries. JGAB agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:
  1. (a) IP address, browser, email client type and other similar details;
  2. (b) tracking website usage and traffic; and
  3. (c) reports are available to JGAB when JGAB sends an email to the Client, so JGAB may collect and review that information (“collectively Personal Information”)

If the Client consents to JGAB’s use of Cookies on JGAB’s website and later wishes to withdraw that consent, the Client may manage and control JGAB’s privacy controls via the Client’s web browser, including removing Cookies by deleting them from the browser history when exiting the website.

1. The Client agrees for JGAB to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) about the Client in relation to credit provided by JGAB.
2. The Client agrees that JGAB may exchange information about the Client with those credit providers and with related body corporates for the following purposes:
  1. to assess an application by the Client; and/or
  2. to notify other credit providers of a default by the Client; and/or
  3. to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
  4. to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.
3. The Client consents to JGAB being given a consumer credit report to collect personal credit information relating to any overdue payment on commercial credit.
4. The Client agrees that personal credit information provided may be used and retained by JGAB for the following purposes (and for other agreed purposes or required by):
  1. the provision of Services; and/or
  2. analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Services; and/or
  3. processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
  4. enabling the collection of amounts outstanding in relation to the Services.
5. JGAB may give information about the Client to a CRB for the following purposes:
  1. to obtain a consumer credit report;
  2. allow the CRB to create or maintain a credit information file about the Client including credit history.
6. The information given to the CRB may include:
  1. Personal Information as outlined in 22.3 above;
  2. name of the credit provider and that JGAB is a current credit provider to the Client;
  3. whether the credit provider is a licensee;
  4. type of consumer credit;
  5. details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
  6. advice of consumer credit defaults (provided JGAB is a member of an approved OAIC External Disputes Resolution Scheme), overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and JGAB has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments);
  7. information that, in the opinion of JGAB, the Client has committed a serious credit infringement;
  8. advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
7. The Client shall have the right to request (by e-mail) from JGAB:
  1. a copy of the Personal Information about the Client retained by JGAB and the right to request that JGAB correct any incorrect Personal Information; and
  2. that JGAB does not disclose any Personal Information about the Client for the purpose of direct marketing.
8. JGAB will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
9. The Client can make a privacy complaint by contacting JGAB via e-mail. JGAB will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.

Lien
1. 23.1 JGAB shall have a right to take a particular and general lien on any Goods the property of the Client or a third party owner which are in the possession or control of JGAB (and any documents relating to those Goods) for all sums owed at any time by the Client or a third party owner to JGAB (whether those sums are due from the Client on those Goods or documents, or on any other Goods or documents), and JGAB shall have the right to sell such Goods or cargo by public auction or private treaty after giving fourteen (14) days’ notice to the Client. JGAB shall be entitled to retain the sums due to it, in addition to the charges incurred in detention and sale of such Goods or cargo, from the proceeds of sale and shall render any surplus to the entitled person.
2. 23.2 Notwithstanding clause 2nothing shall prejudice JGAB’s rights to use any of JGAB’s other rights and remedies contained in this Contract to recover any outstanding charges or fees payable in respect of the Goods that were not recovered from the sale of the Goods in accordance with clause 2and no exception shall be taken upon the grounds that the Price realised is less than the full market value of the Goods.
Transfer of Ownership
1. 24.1 If the Client transfers all or part of the Goods stored with JGAB to a new owner, the Client must notify JGAB with written notice of transfer, immediately pay all outstanding storage fees to JGAB and make arrangements for the new owners to sign an assignment which acknowledges that they agree to be bound by these terms and conditions, if the Goods are to remain stored with JGAB.
2. 24.2 Until all outstanding storage fees are paid and an acknowledgement has been signed by the new owner, the Client will be responsible for payment of storage fees.
Service of Notices
1. 25.1 Any written notice given under this Contract shall be deemed to have been given and received:
  1. (a) by handing the notice to the other party, in person;
  2. (b) by leaving it at the address of the other party as stated in this Contract;
  3. (c) by sending it by registered post to the address of the other party as stated in this Contract;
  4. (d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
  5. (e) if sent by email to the other party’s last known email address.
2. 25.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
Trusts
1. 26.1 If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust or as an agent for a trust (“Trust”) then whether or not JGAB may have notice of the Trust, the Client covenants with JGAB as follows:
  1. (a) the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust, the trustees and the trust fund;
  2. (b) the Client has full and complete power and authority under the Trust or from the Trustees of the Trust as the case may be to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust, the trustees and the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
  3. (c) the Client will not during the term of the Contract without consent in writing of JGAB (JGAB will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
    1. the removal, replacement or retirement of the Client as trustee of the Trust;
    2. any alteration to or variation of the terms of the Trust;
    3. any advancement or distribution of capital of the Trust; or
    4. any resettlement of the trust fund or trust property.
General
1. 27.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable, that provision shall be severed from this Contract, and the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
2. 27.2 These terms and conditions and any Contract to which they apply shall be governed by the laws of Queensland and are subject to the jurisdiction of the courts in that state.
3. 27.3 JGAB may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent provided the assignment does not cause detriment to the Client.
4. 27.4 The Client cannot licence or assign without the written approval of JGAB.
5. 27.5 JGAB may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of JGAB’s sub-contractors without the authority of JGAB.
6. 27.6 The Client agrees that JGAB may amend their general terms and conditions for subsequent future Contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for JGAB to provide Services to the Client.
7. 27.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments, including but not limited to, any Government imposed border lockdowns, etc, (“Force Majeure”) or other event beyond the reasonable control of either party. This clause does not apply to a failure by the Client to make a payment to JGAB, once the parties agree that the Force Majeure event has ceased.
8. 27.8 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.
9. 27.9 The rights and obligations of the parties will not merge on completion of any transaction under this Contract, and they will survive the execution and delivery of any assignment or other document entered, for the purpose of, implementing any transaction under this Contract.
10. 27.10 If part or all of any term of this Contract is or becomes invalid, illegal or unenforceable, it shall be severed from this Contract and shall not affect the validity and enforceability of the remaining terms of this Contract.