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General Terms and Conditions applicable to Use of a Web Site, Products delivered to Clients, and Services offered.
1.1 All Goods and/or Services of RandomCodes.com (Australian Business Number: 29727467284), whether gratuitous or not, are supplied subject to these
(a) The provisions of Part I shall apply to the provision of all and any Goods and/or Services.
(b) The provisions of Part II shall only apply to the provision of Codes Hosting Services.
(c) The provisions of Part III shall only apply to the provision of Web Development Services.
PART I - GENERAL CLAUSES
2.1 “Seller” shall mean RandomCodes.com (Australian Business Number: 29727467284) its successors and assigns or any person acting on behalf of and with the authority of RandomCodes.com (Australian Business Number: 29727467284).
2.2 “Client” shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorisation or other form as provided by the Seller to the Client.
2.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.
2.4 “Materials” shall mean all data, graphics, pictures, trade marks, software and other materials to be incorporated in the Clients’ Codes (including, but not limited to), user data created by the operation of the Clients’ Codes.
2.5 “Goods” shall mean Goods supplied by the Seller to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Seller to the Client
2.6 “Services” shall mean all services supplied by the Seller to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
2.7 “Price” shall mean the price payable for the Goods as agreed between the Seller and the Client in accordance with clause 4 of this contract.
2.8 “Prohibited Content” means any content on a Codes that:
(a) is, or could reasonably be considered to be, in breach of the Broadcast Services Amendment (Online Service) Act 1999 (Cth); the Trade Practices Act 1974 (Cth); or any other applicable law or applicable industry code; or
(b) contains, or could reasonably be considered to contain, any misrepresentations; or is, or could reasonably be considered to be, misleading or deceptive, likely to mislead or deceive or otherwise unlawful; or
(c) is, or could reasonably be considered to be, in breach of any person’s intellectual property rights.
2.9 “Codes” means a one or more text files containing randomly generated codes, such as those used for Promotions.
3.1 Any instructions received by the Seller from the Client for the supply of Goods and/or the Client’s acceptance of Goods supplied by the Seller shall constitute acceptance of the terms and conditions contained herein.
3.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
3.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are binding and can only be amended with the written consent of the Seller.
3.4 The Client undertakes to give the Seller at least fourteen (14) days notice of any change in the Client’s name, address and/or any other change in the Client’s details.
4.1 At the Seller’s sole discretion the Price shall be either;
(a) as indicated on invoices provided by the Seller to the Client in respect of Goods supplied; or
(b) the Seller’s quoted Price (subject to clause 4.2) which shall be binding upon the Seller provided that the Client shall accept the Seller’s quotation in writing within thirty (30) days.
4.2 The Seller reserves the right to change the Price in the event of a variation to the Seller’s quotation.
4.3 At the Seller’s sole discretion a deposit may be required.
4.4 At the Seller’s sole discretion payment for approved Clients shall be made by instalments in accordance with the Seller’s payment schedule.
4.5 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due fourteen (14) days following the date of the invoice.
4.6 Payment will be made by cheque, or by bank cheque, or by direct credit, or by credit card, or by any other method as agreed to between the Client and the Seller.
4.7 GST and other taxes and duties that may be applicable may be added to the Price.
5.1 The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.
5.2 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.
7.1 The Seller and Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid the Seller all amounts owing for the particular Goods, and
(b) the Client has met all other obligations due by the Client to the Seller in respect of all contracts between the Seller and the Client.
7.2 Receipt by the Seller 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 the Seller’s ownership or rights in respect of the Goods shall continue.
7.3 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until the Seller shall have received payment and all other obligations of the Client are met; and
(b) until such time as ownership of the Goods shall pass from the Seller to the Client the Seller may give notice in writing to the Client to return the Goods or any of them to the Seller. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and
(c) the Seller shall have the right of stopping the Goods in transit whether or not delivery has been made; and
(d) if the Client fails to return the Goods to the Seller then the Seller or the Seller’s agent may enter upon and into land and premises owned, occupied or used by the Client, or any premises as the invitee of the Client, where the Goods are situated and take possession of the Goods; and
(e) the Client is only a bailee of the Goods and until such time as the Seller has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods on trust for the Seller; and
(f) the Client shall not deal with the money of the Seller in any way which may be adverse to the Seller; and
(g) the Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Seller
8.1 The Client hereby disclaims any right to rescind, or cancel any contract with the Seller or to sue for damages or to claim restitution arising out of any misrepresentation made to the Client by the Seller and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgement.
9.1 The Client shall inspect the Goods on delivery and shall within thirty (3) days of delivery (time being of the essence) notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which the Seller has agreed in writing that the Client is entitled to reject, the Seller’s liability is limited to either (at the Seller’s discretion) replacing the Goods, repairing the Goods, updating the Goods or maintaining the Goods.
10.1 To the extent permitted by statute, no warranty is given by the Seller as to the quality or suitability of the Goods for any purpose and any implied warranty, is expressly excluded. The Seller shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.
11.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Commonwealth Trade Practices Act 1974 or the Fair Trading Acts in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
12.1 Subject to Clause
12.2 the Intellectual Property Rights in the Codes will be and are hereby vested in the Client.
12.2 Notwithstanding anything herein, the Intellectual Property Rights in the Seller Materials and the Seller Routines do not vest in the Client and there is no assignment of the Intellectual Property Rights in the Seller Materials or the Seller Routines to the Client. The Seller hereby grants to the Client an irrevocable, non-exclusive and non
transferable licence to use and reproduce the Seller Materials and Seller Routines for the purposes of this agreement only.
13.1 Interest is not applied to overdue invoices.
13.2 If the Client defaults in payment of any invoice when due, the Client shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in pursuing the debt including legal costs on a solicitor and own client basis and the Seller’s collection agency costs.
13.3 Without prejudice to any other remedies the Seller may have, if at any time the Client is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. The Seller will not be liable to the Client for any loss or damage the Client suffers because the Seller has exercised its rights under this clause.
13.4 Administration fees are waived for chasing debts/overdue invoices.
13.5 Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to the Seller becomes overdue; or
(b) 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
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
15.1 The Seller may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice the Seller shall repay to the Client any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
15.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any loss incurred by the Seller (including, but not limited to, any loss of profits) up to the time of cancellation.
16.1 The Client and/or the Guarantor/s agree for the Seller to obtain from a credit reporting agency a credit report containing personal credit information about the Client and Guarantor/s in relation to credit provided by the Seller.
16.2 The Client and/or the Guarantor/s agree that the Seller may exchange information about the Client and the Guarantor/s with those credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the following purposes:
(a) to assess an application by Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
(c) 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
(d) to assess the credit worthiness of Client and/or Guarantor/s.
16.3 The Client consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
16.4 The Client agrees that personal credit information provided may be used and retained by the Seller.
16.5 The Seller may give information about the Client to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Client; and/or
(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Client.
17.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
17.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Victoria, Australia and are subject to the jurisdiction of the courts of Victoria, Australia.
17.3 The Seller shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Seller of these terms and conditions.
17.4 In the event of any breach of this contract by the Seller the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
17.5 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 the Seller.
17.6 The Seller may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
17.7 The Seller reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Seller updates the "Last Updated" date stated within this document.
17.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
17.9 The failure by the Seller to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Seller’s right to subsequently enforce that provision. PART II: DEVELOPING THE Codes
22.1 Upon approval of the Specifications and Quotation in accordance with this agreement, the Seller will:
(a) use its best endeavours to develop the Codes to the extent specified in the Specifications.
23.1 The Clients will ensure that the Seller is given such information and assistance as the Seller reasonably requires to enable it to construct and maintain the Codes.
23.2 The Seller will not be responsible for, and accepts no liability for, any deficiency or alleged deficiency in the Codes which is attributable to:
(a) incorrect information provided by the Clients, either pursuant to this clause or otherwise; or
(b) failure by the Clients to provide relevant information, either pursuant to this clause or otherwise; or
Our delivered codes are guaranteed to be non-sequential. There will never be a code that is consecutive to another, guaranteed.
Each order will comprise of unique codes, unique to all codes within that order.
Supplier guarantees that the same combination or Unique Random Codes will not be used for another order.
All codes are custom generated by Supplier for Purchaser based on specifications in Order.
Delivered codes are guaranteed to be non-sequential.
Codes with 3 or more repetitive consecutive characters are removed, filtered out.
No codes with leading zeros (0).
24.1 Extra Codes / More Codes full 100% Guarantee
"Extra Codes" are to be unique to all your previously delivered codes.
Any discrepancy related to 24. and 24.1 qualify for a full 100% refund.
Refund request requires explanation for the request being made.
We investigate the allegation and provide a refund when it has proven to be accurate.
Our investigation must be completed within five (5) business days.
RandomCodes.com (Australia) ABN: 29727467284
Last Updated: 24-Nov-2014