These terms are part of an agreement governing all sales, hires and services which the Customer may request and which may be provided by W.W. Wedderburn Pty Limited (ABN 25 003 501 853).  The Customer is bound by these terms because the Customer has signed an agreement incorporating them, or because the Customer has requested a sale or hire of Goods or the provision of Services after being given a copy of these terms, or because the Customer has agreed to be bound by these terms when making an Application.  We may in our absolute discretion decline to sell or hire Goods or provide services to the Customer at any time.

We, Us, Our and similar expressions, means W.W. Wedderburn Pty Limited (ABN 25 003 501 853), and where applicable, its Related Bodies Corporate and, if the context requires, includes any person acting on behalf of any of them. You and similar expressions, refer to the Customer.

These terms and each order/quotation and Schedule forms a binding contract, whether signed by you or not (collectively, the Agreement). You should read and consider carefully these terms before accepting delivery.  These terms may be changed by us from time to time by giving notice of the amendment to you. If you do not agree to the terms as amended, you may terminate the Agreement by giving us 30 days’ notice in writing, otherwise you agree to be bound by the terms as amended. A copy of our terms as in force from time to time, can be found on our website: www.wedderburn.com.au


Account Facility means any billing arrangement agreed between us and you, administered in accordance with these terms.

Administrator means a natural person who is nominated and authorised by you to access and administer the use of the SaaS Services by Authorised Users under your customer account.

Application means any application for an Account Facility of which these terms form part.

Authorised User means a natural person invited by the Administrator to access and use the SaaS Services under your customer account.

Background IP means all Intellectual Property Rights which exist and are owned by a party on or before the Commencement Date or are brought into existence, developed or created by a party after the Commencement Date but independently of, or unconnected with these terms.

Bailed Goods means any Goods left with us by you or any Goods in our possession, not including Ordered Stock, the title to which has passed to you under clause 2.7(c).

Bailor means the Customer in relation to any Goods left by the Customer with us, or the purchaser in relation to any Goods, the title to which have passed from us to the purchaser under clause 2.7(c).

Claim means a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, right of action, however arising and whether ascertained or unascertained.

Commencement Date means the date set out in a Schedule.

Consumer Law means the Australia Consumer Law as set out in the Competition and Consumer Act 2010 (C’th) and any other applicable laws and codes dealing with consumer rights.

Copy means any manuscript, general copy, graphics, logo and other digital display material and/or content supplied by you for the supply of the Printed Goods.

Costs means any of the following charges that may be charged in addition to the Purchase Price, Hire Charge or Storage Fee (as applicable) and include but are not limited to:

(a) our costs for any consumables (i.e. any item that is subject to wear and tear, which are used in the operation of Goods, including for example thermal print heads, platen rollers, inks or any paper products) we supply to you;

(b) costs of repairing or replacing damaged or missing hired Goods or cleaning hired Goods;

(c) costs incurred by us in connection with the delivery, collection or installation of the Goods;

(d) costs incurred in recovering Goods whether abandoned, unlawfully detained or otherwise not returned in accordance with these terms;

(e) interest on all outstanding amounts from the due date for payment calculated daily at a rate of 1.5% per month; and,

(f) all costs and expenses incurred by us in connection with your use of the Goods or any default by you.

Customer means any person who engages us to supply any Goods (including by way of sale or hire) or to provide Services in respect of any Goods, and includes any person named as the Customer in a Schedule.

Customer Supplied Data means any data or information, excluding the Data, which you input into the SaaS Services through your account or otherwise provide to us.

Data means:

(a) the raw data which is input into the SaaS Services; and,

(b) Outputs generated by the SaaS Services.

Device means any hardware used to access the SaaS Services.

Goods means any kind of goods sold or supplied on hire by us to you (including without limitation hardware or consumables) under these terms as set out in a Schedule and includes, where the context requires, any Services.

Hire Charge means the amount payable to us by you for the hire of the Goods as set out in a Schedule.

Hire End Date means in respect of a hire, the date specified in a Schedule.

Hire Period means the period commencing on the Commencement Date and expiring on the Hire End Date.

Indirect Loss means any one or more of the following:

(a) economic loss, loss of actual or anticipated profits, loss of revenue, loss of savings, loss of production, loss of business, loss of opportunity, loss of access to markets, loss of goodwill, loss of reputation, loss of credit, loss of publicity, loss of data, loss of use, loss of interest or loss arising from business interruption; and,

(b) any special, indirect, consequential, incidental, punitive, exemplary or unforeseeable loss or any similar loss.

Intellectual Property Rights means all present and future intellectual, industrial or proprietary rights conferred by statute, at common law or in equity anywhere in the world, whether issued or pending, registered or unregistered, including all forms of copyright, patents, trademarks, designs, trade secrets, know-how, confidential information and circuit layouts.

Minimum Hire Period means the minimum Hire Period (if any) set out in a Schedule.

Notice of Disposal means a notice issued by us to a Bailor whereby the Bailor is put on notice that if Uncollected Goods are not collected within the period specified in the notice, we may exercise our rights under clause 2.8.

Notice to Collect means a notice issued by us to a Bailor whereby the Bailor is required to collect any Bailed Goods.

Ordered Stock means any Goods that we manufacture and store for you in accordance with a stock holding agreement or call off contract, the title to which has passed to you under clause 2.7(d).

Outputs means information, data, graphics and any other material generated by the SaaS Services after receiving and processing the Data.

PPSA means the Personal Property Securities Act 2009 (C’th).

Printed Goods means Goods that are labels, packaging, tags, graphics, designs, drawings or other materials supplied by us.

Privacy Law means the Privacy Act 1988 (C’th) and any other applicable laws and codes dealing with privacy or data protection.

Purchase Price means the amount payable by you to us for the purchase of any Goods as set out in a Schedule.

Related Bodies Corporate has the meaning given in the Corporations Act 2001 (C’th).

SaaS Services means any software as a service provided to the Customer as set out in a Schedule.

Schedule means a schedule, quote, delivery docket or other document which we may issue and/or require you to sign to hire or purchase particular Goods or obtain the Services.

Security Deposit has the meaning as set out in a Schedule.

Security Interest has the meaning given in the PPSA.

Services means services (including SaaS Services) provided by us to you as set out in a Schedule, which may include, but are not limited to repairs, maintenance, adjustment and calibration services.

Specifications has the meaning given in clause 2.11(e).

Stay means a stay on enforcing rights against a party which arises under the Corporations Act 2001 (C’th) if:

(a) an administrator or a receiver, receiver and manager, judicial manager, liquidator, administrator, controller or like official is appointed to the party or to the whole or a substantial part of the undertaking or property of the party, including any of its assets; or

(b) it enters into, or takes steps or proposes to enter into, an arrangement, compromise or composition with its creditors or a class of them, or an assignment for the benefit of its creditors or a class of them.

Storage Fee means the amount set out in a Schedule for storage of any Goods sold, hired or repaired.

Term has the meaning as set out in a Schedule.

Use means:

(a) install and use in production and disaster recovery environment; and,

(b) copy but only for archival, data protection or back-up purposes and provided that only the strictly necessary number of copies are made.

Use for Trade has the meaning given in the National Measurement Act 1960 (C’th) and used for trade has a similar meaning.

Verification has the meaning given in the National Measurement Act 1960 (C’th) and verified has a similar meaning.


2.1 Sales

(a) We may agree to sell Goods to you from time to time in consideration of your payment of the Purchase Price.

(b) We may also agree to hire Goods to you with an option to buy or with purchase to occur at a later time. In that case, clause 2.2 applies to the hire elements of the transaction along with any other provisions relevant to hire.

2.2 Hire

(a) We may agree to hire Goods to you for the Hire Period in consideration for the Hire Charge.

(b) You must complete and sign a Schedule and all other documents we may require.

(c) The Hire Period includes all weekends and public holidays and ends on the Hire End Date or when the Goods are back in our possession.

(d) Goods returned before the expiry of the Minimum Hire Period (if any) require payment of all Hire Charges and other applicable Charges for the Minimum Hire Period.

(e) Any extension to the Hire Period is subject to our prior agreement and we are not liable if for any reason the Goods are not available for hire after the expiry of the Hire Period.

(f) We may in our absolute discretion and at your request, agree to sell the Goods to you at the expiry of the Hire Period. In that case, clause 2.1 applies to the sale elements of the transaction along with all other relevant provisions to the sale. Until the Purchase Price for the Goods bought in accordance with this clause 2.2(f) is paid, the Hire Charges will continue to be payable.

2.3 Use of Goods

(a) Use of the Goods must be in accordance with any user guides and safety instructions provided with the Goods.

(b) Unless a Good is marked with a verification mark, you warrant and represent that the Goods will not be used for trade unless or until those Goods are verified in accordance with the National Measurement Act 1960 (C’th).

(c) Unless clearly specified, the Goods sold or supplied by us are not to be used for therapeutic purposes.

(d) If Goods hired by you are damaged (other than fair wear and tear) and are:

(i) capable of repair, we will invoice you for this cost and you must pay this invoice in accordance with clause 7; or,

(ii) beyond repair, we will invoice you for the cost of new replacements for the damaged Goods as well as any other costs incurred by us due to the loss or damage of the Goods and you will pay this invoice in accordance with clause 7.

(e) You must not sell, offer for sale, part with possession of, mortgage, assign, transfer, charge, encumber or otherwise deal with the Goods without our prior written consent.

(f) We reserve the right to vary the specifications or performance criteria of the Goods from time to time and to obtain Goods from different sources, at our absolute discretion. When purchasing or hiring Goods we will advise you of the updated specifications and performance criteria of those Goods and you must satisfy yourself of their suitability for your requirements and purposes.

2.4 Obligations for Hired Goods

(a) Throughout the Hire Period you must:

(i) keep the hired Goods in proper working order and condition, arranging at your cost, the re-testing and re-tagging of the hired Goods in accordance with the manufacturer’s instructions and any applicable standards (including but not limited to AS/NZS 3760);

(ii) store the hired Goods safely, securely and protected from theft, seizure, loss or damage;

(iii) not alter, tamper, damage or repair the hired Goods without our written consent;

(iv) not remove any label, identifying mark or safety instruction from the hired Goods;

(v) not remove the hired Goods from the location described in any agreement;

(vi) allow us (or our nominated person) at any time during the Hire Period, to enter the premises where the hired Goods are stored to inspect and service the hired Goods; and,

(vii) notify us immediately if there is any loss or damage.

2.5 Insurance for Hired Goods

(a) You must maintain at your own expense during the Hire Period all appropriate policies of insurance to insure the Goods. You must produce on request appropriate evidence of insurance (including, but not limited to, insurance for fire, damage and theft) before the date of delivery of the Goods to you.

(b) If you do not produce adequate evidence of insurance, we will insure the Goods on your behalf and invoice you in accordance with clause 7 for the insurance fees.

2.6 Security Deposit

(a) We may require you to pay us a Security Deposit for the sale or hire of the Goods.

(b) You must pay us the Security Deposit on the due date set out in each Schedule.

(c) We may retain the Security Deposit and apply it to compensate us in respect of any breach of these terms by you and/or towards payment in respect of Goods.

(d) We will refund the balance of the Security Deposit (if any) within 14 days of a written request from you, conditional upon the Goods having been returned to our possession and all outstanding Hire Charges and other amounts due to us having been paid in full.

2.7 Title and Risk

(a) Risk in Goods (other than Ordered Stock) sold and or hired passes to you on delivery to, or collection by, you (whichever is earlier). Risk in Ordered Stock passes to you when the Ordered Stock is placed by us in storage for you.

(b) If you fail to take possession of the Goods within 7 days of being notified that the Goods are ready for delivery or collection:

(i) risk in those Goods (if it hasn’t already passed) passes to you at the end of the 7 day period;

(ii) you must pay for the Goods in accordance with these terms; and,

(iii) unless otherwise agreed by us in writing, you will indemnify us against all loss and expenses incurred by us, including any additional transport and storage charges, as a result.

(c) Title to Goods (other than Ordered Stock) sold remains with us until the Purchase Price as well as any other amounts payable to us on any other account held by you are paid. Until such payment is received, you hold the sold Goods as bailee for us.

(d) Title in Ordered Stock passes to you when the Ordered Stock is placed by us in storage for you. We hold Ordered Stock as bailee for you.

(e) Title to hired Goods remains with us at all times and you agree you hold the hired Goods as bailee for us.

(f) Should we seek to recover the Goods, you authorise us to enter your premises to facilitate recovery of the Goods and you indemnify us for any damage caused to the Goods.

(g) If you sell the Goods:

(i) in the case of Goods sold to you, without payment of the Purchase Price and any other amounts payable to us by you; or

(ii) in the case of hired Goods, without our express written consent, then you will hold the proceeds of sale on trust for us. If the proceeds of sale do not cover the Purchase Price, remaining Hire Charges or any other amounts due and payable by you to us (as applicable), we may recover the difference as a debt due by you to us.

2.8 Uncollected Goods

(a) You warrant that you have full and unencumbered title to any Bailed Goods and Ordered Stock.

(b) If:

(i) we issue a Notice to Collect with respect to Bailed Goods or Ordered Stock and you fail to collect those goods within the 7 day period specified in that notice; and,

(ii) we then issue you a Notice of Disposal with respect to the same goods and you further fail to collect those goods (Uncollected Goods) within the 1 month period specified in that notice; and,


(iii) all of your right, title and interest in the Uncollected Goods passes to us;

(iv) we may sell, dispose of or otherwise deal with the Uncollected Goods as we see fit;

(v) any deposits, advance payments or progress payments made by you to us are forfeited by you to us;

(vi) you forever release us from any claims, actions, suits or proceedings arising in connection with the Uncollected Goods.

(c) You acknowledge that we rely on the warranty in clause 2.8(a) in exercising our rights to sell, dispose or otherwise deal with Uncollected Goods under clause 2.8(b)(iv). You indemnify us for any loss or damage incurred by us in connection with the Uncollected Goods including any breach of the warranty in clause 2.8(a).

(d) In the event of any inconsistency between these terms and conditions and any laws dealing with uncollected goods, these terms and conditions will prevail to the extent permitted by law.

(e) You are liable to us, and we may charge to you a reasonable storage and administration fee in relation to any Goods or Uncollected Goods from the date we issue a Notice to Collect until the collection, sale or other disposal of the Uncollected Goods. We may also charge you for any expenses we incur which are incidental to any sale or other disposal of the Uncollected Goods under clause 2.8(b)(iv).

(f) The charges under clause 2.8(e) are a debt due and payable to us.

(g) Any goods or Uncollected Goods stored by us are at your risk.

2.9 Delivery and Returns

(a) Any delivery date we give you is only an estimate and delivery is deemed to take place when we deliver the Goods to the address you have nominated on the order or quotation (as applicable) or you (or your carrier) collect the Goods from us.

(b) We may deliver the Goods in instalments and each instalment delivered will be invoiced and payable by you in accordance with these terms.

(c) Upon delivery, you must carefully check the Goods and quantities delivered (or returned). Any discrepancies between the Goods delivered and the quoted order or return docket must be notified to our representative within 7 days of delivery or collection.

(d) All returns to, or collections from, our premises requires three (3) days written notice including the following information:

(i) the proposed collection or return date;

(ii) name of your representative who will be present at the return or collection or the name of the intended carrier who is going to deliver or return the Goods;

(ii) contact telephone number; and

(iv) quantity and nature of Goods to be collected/returned.

2.10 Repair and Replacement

If in accordance with clause 10, we agree to repair or replace the Goods, the following apply:

(a) We will endeavour to ensure reasonable availability of spare parts (if applicable) for any Goods manufactured by us for at least 5 years from the date of first supply to you. We will not be liable whatsoever if we are unable to supply the same Goods and make no representation or warranty in this respect.

(b) We own any parts removed from Goods we repair or replace and we will not return these to you. You further acknowledge that we may use replacement parts that may not be exactly the same as the originals in repairing the Goods, and we may instead use reconditioned parts rather than new parts, as replacements.

(c) You must allow us to take the Goods away to our workshop, if reasonably required, so we can carry out any maintenance or warranty repairs.

2.11 Installation

(a) Unless we otherwise advise you, only persons authorised by us are to install the Goods.

(b) The cost of installation or any related compliance testing is not included in the price of the Goods unless it is specified in the order or quotation.

(c) If we install the Goods, we are not responsible for any costs or losses resulting from any delay in the installation.

(d) Installation will be complete when the Goods operate successfully using our standard testing procedure.

(e) You must ensure the site and services (power, water, air, IT systems and other external connections) are prepared in accordance with our specifications notified by us to you (Specifications). If the site and/or services do not comply with the Specifications, you will be liable for the additional costs we incur arising from any delays and or difficulties in the installation of the Goods.

(f) Prior to installation or servicing of the Goods (or any other goods that you ask us to install or service) you must backup all files, folders, data, programs or any of your confidential, proprietary, business and/or personal information or removable media. We are not responsible for any of your data (including Data and Customer Supplied Data) lost or corrupted during installation or service/repair of the Goods.


3.1 Samples, Proof Reading and Quantity:

(a) We are under no obligation to provide samples of the Printed Goods other than digital samples or proofs.

(b) Physical samples will be provided on your request for an additional fee.

(c) It is your responsibility to undertake a final proof reading of the specification sheet, digital samples or proofs, and Printed Goods. We will be under no liability for any errors not corrected by you in the final proof reading, and should your alterations require additional proofs, an additional fee will be charged to you.

(d) There is no guarantee production prints will exactly match the colours in digital or printed proofs. However, all reasonable efforts will be made to obtain the best possible colour reproduction on the production print.

(e) You acknowledge that while we will make every reasonable endeavour to produce the exact quantity of Printed Goods as specified in the quotation (or any other document), owing to production practicalities the quantity actually produced may be 10% over or under the quantity specified in an estimate or an order made by you. Where more than a 10% variance occurs, we will adjust the Purchase Price pro rata to reflect the actual quantity produced.

(f) We will not be responsible for storing any data on USB sticks or other media when the Printed Goods have been completed. If we agree to store such data, we may charge an additional fee.

3.2 Copy:

(a) You warrant that all Copy supplied to us to be used for the supply of the Printed Goods:

(i) will be true and correct in every particular;

(ii) will not violate or infringe the rights of others (including their privacy and Intellectual Property Rights);

(iii) is not unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;

(iv) will not encourage conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law; and,

(v) will not breach any standards, content requirements or codes promulgated by any relevant authority, including authorities that require us to take remedial action under any applicable industry code.

(b) We reserve the right to refuse to accept any Copy submitted by you that does not comply with clause 3.2(a).

3.3 Defects

(a) You must inspect the Printed Goods on delivery and must within seven (7) days of delivery notify us in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. You must notify any other alleged defect in the Printed Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification you must allow us to inspect the Printed Goods.

(b) Subject to clause 10, returns will only be accepted provided that:

(i) you have complied with the provisions of clause 3.3(a);

(ii) we have agreed that the Printed Goods are defective and may be returned;

(iii) the Printed Goods are returned within a reasonable time or if required by us, the Printed Goods are returned to us within 21 days of the discovery of the defect; and,

(iv) the Printed Goods are returned in as close a condition to that in which they were delivered as is possible.

(c) Subject to clause 10, we will not be liable for any defect or damage to Printed Goods which may be caused or partly caused by or arise as a result of:

(i) you failing to properly maintain or store any Printed Goods;

(ii) wilful damage, negligence, incorrect storage or application, incorrect use, movement, installation or assembly (except by us) or defects caused by fair wear and tear;

(iii) you continuing the use of any Printed Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user; or,

(iv) you failing to follow any instructions or guidelines provided by us.

3.4 Intellectual Property Rights

(a) Unless the parties agree otherwise in writing, all drawings, sketches, paintings, photographs, designs, typesetting, dummies, models, negatives, positives, blocks, engravings, stencils, dies, plates or cylinders, electros, stereos, disks, tapes, compact discs or any other media and other material produced by us in the course of or in preparation for supplying the Printed Goods (whether or not in fact used for the purposes of supplying the Printed Goods) are our property.

(b) The Intellectual Property Rights in all artistic and literary works authored by us remain our property.

(c) You warrant that you hold all rights (including Intellectual Property Rights) and expressly authorise us to reproduce all artistic or literary works supplied by you to us for the purposes of supplying the Printed Goods.

(d) You warrant that our use of any designs, artistic or literary works, or instructions supplied by you will not infringe the rights (including Intellectual Property Rights) of any other person and you indemnify us against all liability, losses, claims or expenses incurred by us in relation to or in any way directly or indirectly connected with to or arising from the infringement of any rights (including any Intellectual Property Rights) of any other person.

(e) We are not obliged to print any Printed Goods which would not comply with clause 3.2(a) and you agree to indemnify us against any claim relating to or arising from the printing of such matter.


4.1 In connection with any sale or hire of Goods or separately, we may agree to provide the Services to you.

If the Services include storage of your stock, you must comply with these terms and the terms in the relevant stock holding agreement or call off contract.

4.2 We are not obliged to provide services in connection with any accessory item, unless there is an agreement to do so. If a Good constitutes part of a total system, our service obligations only extend to the servicing of that Good and not the entire system, unless agreed otherwise.

4.3 No Services provided can guarantee uninterrupted use of the Goods. You must maintain at your own expense during the service period all appropriate policies of insurance.

4.4 You must maintain at your own expense during the service period all appropriate policies of insurance.


5.1 If you order from us, or we provide you with, any software, such as but not limited to Wedge, Atria Wedge, SAMLite or Atria Lite software (Software), this clause will apply to your use of that Software.

5.2 Grant of licence

(a) We grant to you a limited, non-exclusive, non-transferable, revocable licence to Use the Software for the purpose of enabling you to use and enjoy the benefit of the Software, or the Goods on which the Software is originally installed, as permitted in these terms (Purpose).

(b) In consideration of the grant of the licence under clause 5.2(a), you agree to pay the applicable licence fee to us on the Commencement Date and, if you upgrade the Software, the relevant fee for the upgrade.

(c) You must not sub-licence or make copies of the Software without our prior written consent and then only if the sub-licensee or recipient of copies acknowledges our rights to the Software and confirms its acceptance of the provisions of this document in writing. If consent to a sub-licence is given by us, you will be liable to us for any acts or omissions of any sub-licensee as if they were your acts or omissions.

5.3 Use of Software

(a) One registered copy of the Software may be installed on a single device or Good.

(b) You may only use the Software for the Purpose unless we agree in writing to another use.

(c) You must not allow any third party to use the Software.

(d) We license the Software ‘as is’ and do not warrant that the Software will be free of errors or capable of being operated continuously without interruption.

5.4 Intellectual Property Rights

(a) You acknowledge that:

(i) we and our licensors are the sole and exclusive owners of all Intellectual Property Rights in the Software and any documentation relating to the Software; and,

(ii) nothing in this document conveys to you those Intellectual Property Rights.

(b) You must not decompile, disassemble, reverse engineer, modify, enhance or alter the whole or any part of the Software.

(c) You must:

(i) notify us immediately in writing if you become aware of any infringement of the Intellectual Property Rights in the Software or of any allegation or Claim concerning the Intellectual Property Rights in the Software; and,

(ii) provide us with all reasonable assistance to prosecute any infringement or defend any such allegation or Claim.

5.5 Disclaimer

(a) We disclaim any liability for any omissions, changes, or errors and reserve the right to make changes and improvements to the Software.

(b) You agree that the provision of, access to, and use of, the Software is on an ‘as is’ basis and at your own risk.


6.1 If you order any SaaS Services from us, this clause will apply to our provision and your use of those SaaS Services.

6.2 Right to use the SaaS Services

Subject to your continued payment of the relevant subscription fees for the SaaS Services (as set out in each Schedule), we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the SaaS Services for your internal business operations, on the terms set out in this document.

6.3 Access Credentials

(a) We will provide your Administrator with a username and password, which will enable that Administrator to access and use the SaaS Services on your behalf. The Administrator must select his or her own username and password at the time of first use of the SaaS Services. You can replace the Administrator through your account with the SaaS Services.

(b) The SaaS Services allow your Administrator to invite other persons to access and use the SaaS Services under your customer account. The Administrator inviting another person to use your customer account will constitute authorisation of that other person by you to use your account. A username, linked to your account, will be created for each new or additional Authorised User and provided directly to each Authorised User. Each Authorised User must select his or her own username and use a default password at the time of first use of the SaaS Services. The Authorised User may then select his or her own password.

(c) You must:

(i) ensure that the Administrator and each Authorised User keeps his or her username and password confidential and does not disclose it to any other person (and in order to improve the security of their account, amends his or her password from time to time);

(ii) ensure that you can identify and manage each Authorised User entrusted with a username and password combination for your customer account;

(iii) refrain from authorising anyone to use your customer account who is not either employed by you or under contract with you to perform functions similar to those commonly performed by employees;

(iv) notify us of the names of each Authorised User if requested by us; and,

(v) immediately notify us of any unauthorised use of your password or account or any other breach of security.

(d) You are responsible for:

(i) authorising any person who is given access to the SaaS Services using your customer account and to the Data and any Outputs;

(ii) all activities that occur under your account, including all fees and charges in connection with that use; and,

(iii) providing, installing and maintaining at your own expense, including data charges associated with your use of Devices, all equipment and facilities necessary to enable you to use the SaaS Services.

(e) You agree that we have no obligation to provide any person access to the SaaS Services through your customer account or to the Data without your authorisation.

6.4 Your use of the SaaS Services

(a) You must ensure that your access and use of the SaaS Services is not illegal or prohibited by laws that apply to you.

(b) You must not, nor cause or permit a third party to:

(i) use the SaaS Services in a manner or for a purpose which is improper, immoral or fraudulent, which infringes any person’s Intellectual Property Rights, or which restricts or interferes with our provision of the SaaS Services to any other customers or users;

(ii) reverse engineer, reverse assemble or reverse compile or copy or duplicate or modify or make derivative works of or re-sell all or part of the SaaS Services (or any of our Intellectual Property Rights in the SaaS Services),

(iii) enter into any transaction relating to:

(A) access or use of the SaaS Services;

(B) any part of your customer account information or access credentials; or,

(C) any of our Intellectual Property Rights in the SaaS Services,

with anyone other than us, without our written consent;

(iv) gain or attempt to gain unauthorised access to the SaaS Services, computer systems or networks connected to the SaaS Services, including through hacking, password mining or any other means; or,

(v) use data mining, robots, screen scraping or similar data gathering and extraction tools on the SaaS Services for establishing, maintaining, advancing or reproducing information contained in the SaaS Services, on your own website or in any other publication, or for your own personal use or benefit (other than as expressly set out in these terms of use), except with our prior written consent.

(c) You indemnify, and will defend and hold us and our affiliates, representatives, successors and assigns, including their applicable officers, directors, employees and agents, harmless in relation to any loss, claim or damage in connection with any claim by a third party related to your Data, the Customer Supplied Data, your content or any of your users’ use of the SaaS Services where such use is not authorised by these terms of use.

6.5 Data

(a) Subject to clauses 6.5(e) and 6.5(f), the Data collected, and any Outputs generated belong to you.

(b) You are responsible for any Customer Supplied Data and where any Customer Supplied Data includes any Personal Information, you must ensure that processing of any Customer Supplied Data conducted according to your instructions will not place us in breach of any laws (including applicable data protection or privacy laws).

(c) You warrant that:

(i) you have obtained all consents necessary to collect, store, disclose, use and transfer any Customer Supplied Data, including any Personal Information included in it;

(ii) the Customer Supplied Data will:

(A) not violate or infringe the rights (including Intellectual Property Rights) of any other person;

(B) not contain a virus or other harmful component; and,

(C) comply with any guidelines we notify to you from time to time on our website.

(d) You are responsible for and must adopt reasonable measures to limit your exposure to the potential loss and damage of the Data, including downloading and backing up Data and Outputs. We expressly exclude liability for any loss of Data and Outputs no matter how caused.

(e) You acknowledge the SaaS Services are dependent on the quality and amount of Data received from the Devices and may not function properly or provide Outputs if the Data obtained or any Customer Supplied Data is not of a quality or condition suitable for processing based on our applicable standards, specifications and procedures or is otherwise not in the format we require.

(f) You acknowledge that we may use the Data and information derived from the Data to produce a compilation of aggregated data and information for use in enhancing the functionality of the SaaS Services. We will ensure that any Personal Information disclosed by you to us cannot be ascertained from the aggregated data and information.

(g) You agree that we may, at our sole discretion, disclose, transfer and store the Data, including Personal Information, to or with our third-party service providers and affiliates outside Australia for the purpose of providing the SaaS Services or any part of it. The jurisdictions in which those Data transfers may occur are included in our Privacy Policy available at www.wedderburn.com.au. You consent to us providing Personal Information to those third-party service providers and affiliates in those jurisdictions and (before submitting any Customer Supplied Data to us) are solely responsible for ensuring that any disclosure, transfer or storage of Customer Supplied Data, including Personal Information, across a country border under this document complies with applicable Privacy Laws.

6.6 Viruses

(a) You must take your own precautions to ensure that the process which you use for accessing the SaaS Services does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system.

(b) We do not accept responsibility for any interference or damage to your own computer system which arises in connection with your use of the SaaS Services or any linked website or service.

6.7 Service Availability

(a) We intend to use reasonable endeavours to make the SaaS Services available for your use 24 hours a day, seven days a week. However, you agree that service continuity is not assured and that the SaaS Services are provided on an ‘as is’ basis. In particular, you agree that on occasions the SaaS Services may be unavailable or have limited availability including:

(i) to permit routine or emergency maintenance to take place;

(ii) to permit upgrades or other development activity to take place;

(iii) due to technical malfunctions of Customer’s software, equipment or infrastructure (e.g. telecommunications connectivity, network congestion or delays);

(iv) due to a Force Majeure event; or,

(v) for reasons of public safety, security of the Solution, interoperability of services, data protection or to perform work that is necessary for operational or technical reasons.

6.8 Disclaimer

(a) We make no representation or warranty:

(i) that your use of the SaaS Services or any Outputs will be error-free, uninterrupted or compatible with your equipment, devices and software configurations;

(ii) that the SaaS Services or any Outputs will be fit for your purposes; or

(iii) that your use of the SaaS Services or any Outputs will improve the financial performance or profitability of your business or any other party.

(b) You agree that:

(i) the provision of, access to, and use of, the SaaS Services or any Outputs is on an "as is" basis and at your own risk;

(ii) among other things, the operation and availability of the systems used for accessing the SaaS Services, including telecommunication services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the SaaS Services. We are not in any way responsible for any interference or prevention of your access or use of the SaaS Services caused by these types of things;

(iii) it is your sole responsibility to determine that the SaaS Services or any Outputs meets the needs of your business and is suitable for the purposes for which it is used; and

(iv) you remain solely responsible for complying with all applicable laws in connection with your access and use of the SaaS Services or any Outputs.

(c) We may without notice suspend your access to the SaaS Services if:

(i) you (or your Administrators or any of your Authorised Users) breach these terms of use; or

(ii) we reasonably believe that your access and use of the SaaS Services will cause technical incapacity to the SaaS Services which will continue unless access or use is suspended.

(d) We will act promptly to restore access when we are satisfied that the reason for suspension has been removed.

(e) If within 30 days of suspension under clause 6.8(c) we are not reasonably satisfied that the reason for suspension has been removed, we may terminate your subscription to the SaaS Services upon written notice.


7.1. General

(a) Unless otherwise agreed in writing by us, the Purchase Price for Goods sold must be paid before or on delivery.

(b) Subject to clause 7.1(c), within seven (7) days of the end of each month, we will submit to you a tax invoice including the following information:

(i) if any Goods were purchased and delivered during that previous month but not paid for in accordance with clause 7.1(a), the Purchase Price for those Goods;

(ii) if any Goods were hired during that previous month, the applicable Hire Charges;

(iii) if Services were provided during that previous month, the days and hours spent providing the Services and the hourly rate charged;

(iv) any Costs or Storage Fees (if applicable); and

(v) the total invoice cost and GST.

(c) For Ordered Stock, we will submit to you a tax invoice after the despatch of any Ordered Stock to you, and upon expiry or termination of the stock holding agreement or call off contract for the balance of any Ordered Stock in our possession.

(d) You will pay all invoices issued by us within thirty (30) days of date of invoice to an account nominated by us.

(e) You may not withhold or setoff any payments due to us against any monies or debts owing by us to you.

(f) You agree each quotation and order received and processed by us will be charged on our then current Purchase Prices, Hire Charges, Storage Fees, hourly rates and Costs as updated from time to time (Charges). These will be confirmed with you prior to our acceptance of the quotation or order (as applicable).

(g) Any additional services or cost caused by any amendment by you, or any incorrect information provided by you, regarding the Services or specifications of the Goods purchased or hired will require amendment to the applicable Charges.

7.2 Account Facility

(a) Any Application for Account Facility by you must be made within seven (7) days of receiving our invoice. You acknowledge that we have no obligation to grant any such request for Account Facility and if we agree to provide you with an Account Facility, we may decline at any time to provide you with further credit.

(b) If any amount you owe to us is not paid within seven (7) days of the due date, then without limiting our other rights:

(i) all of the monies that you owe us on any account become immediately due and payable;

(ii) we may suspend the supply of Services and defer or cancel any outstanding orders or hires for Goods; and

(iii) we may report your default to any credit reporting agency (including but not limited to CreditWatch).

7.3 Immediate Payment

We may require immediate payment of all unpaid monies (whether or not actually due and payable by you) if any of the following occurs:

(a) in accordance with clause 7.2(b)(i);

(b) we consider (in our absolute discretion) that your creditworthiness has become unsatisfactory;

(c) an order is made, or a resolution is passed, to wind you up, a meeting is called to consider a resolution to wind you up or a provisional liquidator is appointed;

(d) a receiver or receiver and manager is appointed over the whole or part of your business or assets;

(e) you enter any arrangement or composition with any of your creditors;

(f) you are placed under administration or a meeting is called or some other step taken to place you under administration;

(g) you cannot pay your debts as they fall due; or

(h) you do not comply with these terms.


(a) Some Goods and Services we supply may come with a warranty against defects, which is given either by us or the manufacturer. If so, the terms of the warranty will be set out in a separate document, which can be found on our website located at www.wedderburn.com.au. Otherwise, we make no warranty about the Goods or Services supplied to you.

(b) You agree that your acquisition of Goods or Services or any combination of them, under these terms is not for personal, domestic or household use or consumption, and any agreement incorporating these terms is not a ‘consumer contract’ for the purposes of Consumer Law.

(c) Unless specifications are expressly stated in writing on the order/quotation, we take no responsibility for the suitability and the use of the Goods and you agree that before taking possession of the Goods, that you have satisfied yourself as to the suitability, condition and fitness for the purpose that you intend to use them.

(d) Periodic verification of Goods may be required by a relevant authority. We may endeavour to arrange such periodic verification but we are not liable for any refusal or omission by you, or if we fail to verify (or arrange verification) in a timely manner. Sole responsibility for verification rests with you. You must pay or reimburse us for any cost incurred in respect of any periodic verification or similar certification.


9.1 Nothing in these terms affects the ownership of a party’s Background IP in any way.


10.1 Nothing in these terms is or should be interpreted as an attempt to modify, limit or exclude any right or remedy, or any guarantee, term, condition, warranty, undertaking, inducement or representation, implied or imposed by legislation which cannot be modified, limited or excluded.

10.2 We exclude to the extent permitted by law all other guarantees, terms, conditions, warranties, undertakings, inducements or representations whether express or implied, statutory or otherwise, which would otherwise be implied into this document concerning the activities covered by this document.

10.3 You agree that you do not rely on any guarantee, term, condition, warranty, undertaking, inducement or representation made by or on behalf of us which is not expressly stated in this document.

10.4 Where any legislation implies or imposes a guarantee, term, condition, warranty, undertaking, inducement or representation in relation to these terms and we are not able to exclude that guarantee, term, condition, warranty, undertaking, inducement or representation (Non-Excludable Provision), and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to (at our election):

(a) in the case of goods, the repair or replacement of the goods or the supply of equivalent goods (or the payment of the cost of doing so); and

(b) in the case of services, the supplying of the services again (or the payment of the cost of doing so).

10.5 Subject to our obligations under the Non-Excludable Provisions and clause 10.6, our maximum aggregate liability to you in respect of any one claim or series of connected claims, whether arising in or for breach of contract, negligence or other tort, breach of statutory duty, or under an indemnity or otherwise:

(a) in relation to Goods purchased, is limited to an amount equal to the Purchase Price for the relevant Goods;

(b) in relation to Goods hired, is limited to the minimum Hire Charges paid by you to us for the hire of the relevant Goods during the 3 month period before the event giving rise to the claims;

(c) in relation to Services (including SaaS Services and any Software license), is limited to the amount paid by you to us for the relevant Service during the 3 month period before the event giving rise to the claims; and

(d) in relation to any other matter, is limited to $100.

10.6 Subject to our obligations under the Non-Excludable Provisions, we are not liable to you or any third party for any Indirect Loss arising in connection with these terms or its subject matter, whether arising in or for breach of contract, negligence or other tort, breach of statutory duty, breach of warranty or guarantee, under an indemnity or otherwise and whether or not that loss was foreseeable, even if we were advised of the possibility of such loss. 

10.7 We are not liable to you for any loss, damage or expense caused by our failure to supply the Goods or Services as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lock out, war, the inability of our suppliers to supply necessary materials or any other matter beyond our control. 


11.1 A party may terminate the Agreement at any time by written notice to the other party, if the other party:

(a) commits a material breach of any of its obligations under the Agreement which cannot be remedied;

(b) commits a material breach of any of its obligations under the Agreement which can be rectified and fails to do so within thirty (30) days of receiving written notice from the other party requiring rectification;

(c) becomes or threatens to become subject to any form of insolvency administration and that insolvency administration:

(i) does not give rise to a Stay; or

(ii) gives rise to a Stay, but a court makes an order to lift that Stay.

11.2 The parties acknowledge a series of minor breaches may constitute a material breach.

11.3 If we terminate the Agreement in accordance with clause 11.1 then, without prejudice to any other rights and remedies we may have:

(a) we may immediately terminate any hire or sale of Goods or the provision of Services to you and take possession of the Goods; and

(b) you will compensate us for, and pay to us, all losses, damages and costs and other expenses suffered by us as a result of your breach, including any costs of recovering possession of the Goods.

11.4 If the Agreement is terminated or expires:

(a) we will provide you with an invoice for all Goods, Services, Hire Charges, Storage Fees and Costs (as applicable) incurred up to the effective date of termination or the date the Goods are returned (whichever is later). (Final Invoice) You must pay the Final Invoice in accordance with the payment terms set out in clause 7;

(b) in respect of hired Goods and at our option:

(i) you must, at your expense, deliver up the Goods to us at the address notified to you; or

(ii) you must provide us with all reasonable assistance in locating and collecting the Goods; and

(iii) you agree that upon reasonable notice we are entitled to enter your premises where the Goods are, or we reasonably believe the Goods are, in order to re-take possession of the Goods.

11.5 Either party may terminate the provision of SaaS Services at any time after the initial term of 6 months by giving the other party at least 30 days’ written notice or as otherwise agreed in a Schedule.

11.6 Subject to clause 11.7, for a period of 30 days after termination of these terms of use, we will continue to provide you with access to the SaaS Services, solely for the purposes of allowing you to extract any Data or Customer Supplied Data that you have saved in the SaaS Services, following which we will permanently delete any Data or Customer Supplied Data you have saved in the SaaS Services.

11.7 Clause 11.6 will not apply if we reasonably believe that your continued access and use of the SaaS Services will cause technical incapacity to the SaaS Services.

11.8 Termination of the Agreement does not affect any accrued rights or liabilities of any party under the Agreement nor does it affect any provision of the Agreement which is expressly or by implication intended to operate after termination.

12. PPSA

12.1 We may register any Security Interest in the Goods.

12.2 For the purpose of section 20(2) of the PPSA, the collateral is the Goods. These terms are a security agreement for the purposes of the PPSA.

12.3 You agree to do anything (such as obtaining consents and signing documents) that we require for the purposes of:

(a) ensuring that our Security Interest is enforceable, perfected and otherwise effective under the PPSA;

(b) enabling us to gain first priority (or any other priority agreed to by us in writing) for our Security Interest; and

(c) enabling us to exercise rights in connection with the Security Interest.

12.4 Our rights under these terms are in addition to and not in substitution for our rights under other laws (including PPSA) and we may choose whether to exercise our rights under these terms or under such other laws (or both) as we see fit.

12.5 To the extent allowed by PPSA including by section 115, you agree to contract out any obligation on us to provide notice, allow time or indulgence or provide any account that would otherwise be required under Chapter 4 of the PPSA. In relation to section 128 (secured party may dispose of collateral), section 129 (disposal by purchase) and 134(1) (retention of collateral) and you agree that in addition to our rights under PPSA we will have the power to retain, deal with or dispose of any goods in the manner specified in those sections but also under these terms in any other manner we deem fit.

12.6 You waive your rights to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPSA.

12.7 Solely for the purpose of allowing us the benefit of section 275(6) of the PPSA, both of us agree that neither of us must disclose information of the kind that can be requested under section 275(1) of the PPSA.

12.8 You agree to notify us in writing of any change to your details as set out in these terms and each Schedule, within 5 days from the date of such change.


We collect, use, store and disclose personal information in accordance with our privacy policy, which you acknowledge having had an opportunity to read and understand. You can access the current policy from our website located at www.wedderburn.com.au


14.1 We may serve any notice or court document on you by hand or by prepaid post to your address stated in a Schedule or by email to an email address supplied by you. Any such notice is taken to be duly given and received:

(a) if delivered by hand, when delivered;

(b) if delivered by prepaid post, two Business Days after being deposited in the mail with postage prepaid; or

(c) if delivered by email, on the day of dispatch provided that no notice of non-delivery is received;

(d) if an amendment to these terms, as published on our website www.wedderburn.com.au

14.2 We are entitled to set off against any amount we owe you, any amount you owe us.

14.3 Except as expressly provided to the contrary in these terms, a party may give or withhold an approval or consent in that party’s absolute discretion and subject to any conditions determined by the party. A party is not obliged to give its reasons for giving or withholding a consent or approval or for giving a consent or approval subject to conditions.

14.4 These terms, Schedule and any orders/quotes (as applicable) records the entire agreement between the parties in relation to its subject matter. It supersedes all prior contracts, arrangements, understandings or negotiations by, or between, the parties in relation to the subject matter of these terms.

14.5 The failure, delay or omission by a party to exercise, or to partially exercise, a right, power or remedy under these terms (or any connected agreement) does not operate as a waiver of that right, power or remedy. A party which exercises, or partially exercises, a right, power or remedy maintains its right to further exercise the same right, power or remedy or to exercise another right, power or remedy. A party waives a right, power or remedy only by explicitly doing so in a written notice to the other party and the waiver is strictly limited to the matters specified in the notice.

14.6 The rights, powers, authorities, discretions and remedies of a party under these terms do not exclude any other right, power, authority, discretion or remedy.

14.7 If any provision of these terms is determined by a court or other competent tribunal or authority to be illegal, invalid or unenforceable then:

(a) where the offending provision can be read down so as to give it a legal, valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result;

(b) where the offending provision cannot be read down as to give it a legal, valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result;

(c) the legality, validity or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction is not affected. 

(d)  but only to the extent that is consistent with the giving substantial effect to the intentions of the parties under these terms.

14.8 No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this document or any part of it. 

14.9 These terms (and each connected agreement) is governed but the law of New South Wales. Each party submits to the jurisdiction of the courts in New South Wales in connection with matters concerning these terms and any connected agreement. 

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