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Terms & Conditions

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Terms & Conditions 2017-06-01T06:53:41+00:00

1. Definitions
1.1 “Leap” shall mean Leap Consulting (WA) Pty Ltd its successors and assigns or any person acting on behalf of and
with the authority of Leap Consulting (WA) Pty Ltd.
1.2 “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 Leap to the Client.
1.3 “Guarantor” means that person (or persons) who agrees to be liable for the debts of the Client on a principal debtor
basis.
1.4 “Equipment” shall mean all Equipment including any accessories supplied on hire by Leap to the Client (and where
the context so permits shall include any supply of services). The Equipment shall be as described on the invoices,
quotation, authority to hire, or any other work authorisation form provided by Leap to the Client.
1.5 “Goods” shall mean all Goods supplied by Leap 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 Leap to the Client.
1.6 “Services” shall mean all Services supplied by Leap to the Client and includes any advice or recommendations
(and where the context so permits shall include any supply of Goods as defined above).
1.7 “Price” shall mean the Price payable for the Goods as agreed between Leap and the Client in accordance with
clause 4 of this contract.
2. The Competition and Consumer Act 2010 (“CCA”) and Fair Trading Acts (“FTA”)
2.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the CCA
or the FTA in each of the States and Territories of Australia (including any substitute to those Acts or re-enactment
thereof), except to the extent permitted by those Acts where applicable.
2.2 Clause 10 (Defects), and clause 11 (Warranty) may NOT apply to the Client where the Client is purchasing Goods
or Services not for resale or hire where the Price of the Goods or Services does not exceed $40,000, or where the
Price of the Goods or Services does exceed $40,000 and are of a kind ordinarily acquired for personal, domestic or
household use or consumption, or where the Client is in any other way a consumer within the meaning of the CCA
or the FTA of the relevant state or territories of Australia.
3. Acceptance
3.1 Any instructions received by Leap from the Client for the supply of Goods and/or the Client’s acceptance of Goods
supplied by Leap 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 Leap.
3.4 The Client shall give Leap not less than fourteen (14) days prior written notice of any proposed change of
ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details (including
but not limited to, changes in the Client’s address, facsimile number, or business practice). The Client shall be
liable for any loss incurred by Leap as a result of the Client’s failure to comply with this clause.
3.5 Goods are supplied by Leap only on the terms and conditions of trade herein to the exclusion of anything to the
contrary in the terms of the Client’s order notwithstanding that any such order is placed on terms that purport to
override these terms and conditions of trade.
4. Price and Payment
4.1 At Leap’s sole discretion the Price shall be either:
(a) as indicated on invoices provided by Leap to the Client in respect of Goods supplied; or
(b) Leap’s current price at the date of delivery of the Goods according to Leap’s current Price list; or
(c) Leap’s quoted Price (subject to clause 4.2) which shall be binding upon Leap provided that the Client shall
accept Leap’s quotation in writing within fourteen (14) days.
4.2 Leap reserves the right to change the Price in the event of a variation to Leap’s quotation.
4.3 At Leap’s sole discretion a non-refundable deposit may be required.
4.4 At Leap’s sole discretion:
(a) payment shall be due on delivery of the Goods; or
(b) payment shall be due before delivery of the Goods; or
(c) payment for approved Clients shall be due seven (7) days following the end of the month in which a statement is
posted to the Client’s address or address for notices.
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 cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of up to three
percent (3%) of the Price), or by direct credit, or by any other method as agreed to between the Client and Leap.
4.7 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly
included in the Price.
5. Delivery of Goods
5.1 At Leap’s sole discretion delivery of the Goods shall take place when:
(a) the Client takes possession of the Goods at Leap’s address; or
Leap Consulting (WA) Pty Ltd – Terms & Conditions of Trade
(b) the Client takes possession of the Goods at the Client’s nominated address (in the event that the Goods are
delivered by Leap or Leap’s nominated carrier).
5.2 At Leap’s sole discretion the costs of delivery are:
(a) included in the Price; or
(b) in addition to the Price.
5.3 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for
delivery. In the event that the Client is unable to take delivery of the Goods as arranged then Leap shall be entitled
to charge a reasonable fee for redelivery.
5.4 Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the
purposes of this agreement.
5.5 The failure of Leap to deliver shall not entitle either party to treat this contract as repudiated.
5.6 Leap shall not be liable for any loss or damage whatsoever due to failure by Leap to deliver the Goods (or any of
them) promptly or at all where due to circumstances beyond the control of Leap.
6. Risk
6.1 If Leap retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.
6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, Leap
is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions
by Leap is sufficient evidence of Leap’s rights to receive the insurance proceeds without the need for any person
dealing with Leap to make further enquiries.
6.3 Where the Client expressly requests Leap to leave Goods outside Leap’s premises for collection or to deliver the
Goods to an unattended location then such Goods shall be left at the Client’s sole risk and it shall be the Client’s
responsibility to ensure the Goods are insured adequately or at all.
7. Title
7.1 Leap and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid Leap all amounts owing for the particular Goods; and
(b) the Client has met all other obligations due by the Client to Leap in respect of all contracts between Leap and
the Client.
7.2 Receipt by Leap 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 Leap’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 Leap 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 Leap to the Client Leap may give notice in writing to
the Client to return the Goods or any of them to Leap. Upon such notice the rights of the Client to obtain
ownership or any other interest in the Goods shall cease; and
(c) Leap 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 Leap then Leap or Leap’s agent may (as the invitee of the Client) enter
upon and into land and premises owned, occupied or used by the Client, or any premises 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 Leap has received payment in full for the Goods
then the Client shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount
the Client owes to Leap for the Goods, on trust for Leap; and
(f) the Client shall not deal with the money of Leap in any way which may be adverse to Leap; 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 Leap; and
(h) Leap can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods
may not have passed to the Client; and
(i) until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products,
the parties agree that Leap will be the owner of the end products.
8. Personal Property Securities Act 2009 (“PPSA”)
8.1 In this clause:
(a) financing statement has the meaning given to it by the PPSA;
(b) financing change statement has the meaning given to it by the PPSA;
(c) security agreement means the security agreement under the PPSA created between the Client and Leap by
these terms and conditions; and
(d) security interest has the meaning given to it by the PPSA.
8.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and
conditions:
(a) constitute a security agreement for the purposes of the PPSA; and
(b) create a security interest in:
(i) all Goods previously supplied by Leap to the Client (if any);
(ii) all Goods that will be supplied in the future by Leap to the Client.
8.3 The Client undertakes to:
Leap Consulting (WA) Pty Ltd – Terms & Conditions of Trade
(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 Leap may reasonably require to:
(i) register a financing statement or financing change statement in relation to a security interest on the Personal
Property Securities Register;
(ii) register any other document required to be registered by the PPSA; or
(iii)correct a defect in a statement referred to in clause 8.3(a)(i) or 8.3(a)(ii);
(b) indemnify, and upon demand reimburse, Leap 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 Goods charged thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of
Leap;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the
Goods in favour of a third party without the prior written consent of Leap; and
(e) immediately advise Leap of any material change in its business practices of selling the Goods which would
result in a change in the nature of proceeds derived from such sales.
8.4 Leap 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.
8.5 The Client hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of
the PPSA.
8.6 The Client waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
8.7 Unless otherwise agreed to in writing by Leap, the Client waives its right to receive a verification statement in
accordance with section 157 of the PPSA.
8.8 The Client shall unconditionally ratify any actions taken by Leap under clauses 8.3 to 8.5.
9. Security and Charge
9.1 Despite anything to the contrary contained herein or any other rights which Leap may have howsoever:
(a) where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being
charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several
interest in the said land, realty or any other asset to Leap or Leap’s nominee to secure all amounts and other
monetary obligations payable under these terms and conditions. The Client and/or the Guarantor acknowledge
and agree that Leap (or Leap’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat
shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
(b) should Leap elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client
and/or Guarantor shall indemnify Leap from and against all Leap’s costs and disbursements including legal
costs on a solicitor and own client basis.
(c) the Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint Leap or Leap’s
nominee as the Client’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect
to the provisions of this clause 9.1.
10. Defects
10.1 The Client shall inspect the Goods on delivery and shall within five (5) days of delivery (time being of the essence)
notify Leap of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote.
The Client shall afford Leap 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 Leap has agreed in writing
that the Client is entitled to reject, Leap’s liability is limited to either (at Leap’s discretion) replacing the Goods or
repairing the Goods except where the Client has acquired Goods as a consumer within the meaning of the
Competition and Consumer Act 2010 (CWlth) or the Fair Trading Acts of the relevant state or territories of Australia,
and is therefore also entitled to, at the consumer’s discretion either a refund of the purchase price of the Goods, or
repair of the Goods, or replacement of the Goods.
10.2 Goods will not be accepted for return other than in accordance with 10.1 above.
11. Warranty
11.1 For Goods not manufactured by Leap, the warranty shall be the current warranty provided by the Manufacturer of
the Goods. Leap shall not be bound by nor be responsible for any term, condition, representation or warranty other
than that which is given by the Manufacturer of the Goods. Leap will act as the Return to Base point for hardware
and software unless otherwise indicated by the Manufacturer or Supplier. In either case, the Client is responsible
for shipping or freight costs unless otherwise agreed by Leap, Manufacturer or Supplier.
12. Intellectual Property
12.1 Where Leap has designed, drawn or written Goods for the Client, then the copyright in those designs and drawings
and documents shall remain vested in Leap, and shall only be used by the Client at Leap’s discretion.
12.2 The Client warrants that all designs or instructions to Leap will not cause Leap to infringe any patent, registered
design or trademark in the execution of the Client’s order and the Client agrees to indemnify Leap against any
action taken by a third party against Leap in respect of any such infringement.
12.3 The Client agrees that Leap may use any documents, designs, drawings or Goods created by Leap for the
purposes of advertising, marketing, or entry into any competition.
Leap Consulting (WA) Pty Ltd – Terms & Conditions of Trade
13. Default and Consequences of Default
13.1 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 Leap’s sole discretion such interest
shall compound monthly at such a rate) after as well as before any judgment.
13.2 In the event that the Client’s payment is dishonoured for any reason the Client shall be liable for any dishonour fees
incurred by Leap.
13.3 If the Client defaults in payment of any invoice when due, the Client shall indemnify Leap from and against all costs
and disbursements incurred by Leap in pursuing the debt including legal costs on a solicitor and own client basis
and Leap’s collection agency costs.
13.4 Without prejudice to any other remedies Leap may have, if at any time the Client is in breach of any obligation
(including those relating to payment), Leap may suspend or terminate the supply of Goods to the Client and any of
its other obligations under the terms and conditions. Leap will not be liable to the Client for any loss or damage the
Client suffers because Leap has exercised its rights under this clause.
13.5 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten
percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for
administration fees which sum shall become immediately due and payable.
13.6 Without prejudice to Leap’s other remedies at law Leap shall be entitled to cancel all or any part of any order of the
Client which remains unfulfilled and all amounts owing to Leap shall, whether or not due for payment, become
immediately payable in the event that:
(a) any money payable to Leap becomes overdue, or in Leap’s opinion the Client will be unable to meet its
payments as they fall due; 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.
14. Cancellation
14.1 Leap 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 Leap shall repay to the
Client any sums paid in respect of the Price. Leap shall not be liable for any loss or damage whatsoever arising
from such cancellation.
14.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any loss incurred by Leap
(including, but not limited to, any loss of profits) up to the time of cancellation.
14.3 Cancellation of orders for Goods made to the Client’s specifications or non-stocklist items will definitely not be
accepted, once production has commenced.
15. Privacy Act 1988
15.1 The Client and/or the Guarantor/s (herein referred to as the Client) agree for Leap to obtain from a credit reporting
agency a credit report containing personal credit information about the Client in relation to credit provided by Leap.
15.2 The Client agrees that Leap may exchange information about the Client 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 the 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 creditworthiness of the Client.
The Client understands that the information exchanged can include anything about the Client’s creditworthiness,
credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act
1988.
15.3 The Client consents to Leap being given a consumer credit report to collect overdue payment on commercial credit
(Section 18K(1)(h) Privacy Act 1988).
15.4 The Client agrees that personal credit information provided may be used and retained by Leap for the following
purposes (and for other purposes as shall be agreed between the Client and Leap or required by law from time to
time):
(a) the provision of Goods; and/or
(b) the marketing of Goods by Leap, its agents or distributors; and/or
(c) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of
Goods; and/or
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client;
and/or
(e) enabling the daily operation of Client’s account and/or the collection of amounts outstanding in the Client’s
account in relation to the Goods.
15.5 Leap 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;
(b) allow the credit reporting agency to create or maintain a credit information file containing information about the
Client.
15.6 The information given to the credit reporting agency may include:
Leap Consulting (WA) Pty Ltd – Terms & Conditions of Trade
(a) personal particulars (the Client’s name, sex, address, previous addresses, date of birth, name of employer and
driver’s licence number;
(b) details concerning the Client’s application for credit or commercial credit and the amount requested;
(c) advice that Leap is a current credit provider to the Client;
(d) advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by
more than sixty (60) days, and for which debt collection action has been started;
(e) that the Client’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in
respect of any default that has been listed;
(f) information that, in the opinion of Leap, the Client has committed a serious credit infringement (that is,
fraudulently or shown an intention not to comply with the Clients credit obligations);
(g) advice that cheques drawn by the Client for one hundred dollars ($100) or more, have been dishonoured more
than once;
(h) that credit provided to the Client by Leap has been paid or otherwise discharged.
16. Unpaid Leap’s Rights
16.1 Where the Client has left any item with Leap for repair, modification, exchange or for Leap to perform any other
Service in relation to the item and Leap has not received or been tendered the whole of the Price, or the payment
has been dishonoured, Leap shall have:
(a) a lien on the item;
(b) the right to retain the item for the Price while Leap is in possession of the item;
(c) a right to sell the item.
16.2 The lien of Leap shall continue despite the commencement of proceedings, or judgment for the Price having been
obtained.
17. Equipment Hire
17.1 The Equipment shall at all times remain the property of Leap and is returnable on demand by Leap. In the event
that the Equipment is not returned to Leap in the condition in which it was delivered Leap retains the right to charge
the Client the full cost of repairing the Equipment. In the event Equipment is not returned at all Leap shall have right
to charge the Client the full cost of replacing the Equipment.
17.2 The Client shall;
(a) keep the Equipment in their own possession and control and shall not assign the benefit of the Equipment nor
be entitled to lien over the Equipment.
(b) not alter or make any additions to the Equipment including but without limitation altering, make any additions to,
defacing or erasing any identifying mark, plate or number on or in the Equipment or in any other manner
interfere with the Equipment.
(c) keep the Equipment, complete with all parts and accessories, clean and in good order as delivered, and shall
comply with any maintenance schedule as advised by Leap to the Client.
17.3 The Client accepts full responsibility for the safekeeping of the Equipment and the Client agrees to insure, or self
insure, Leap’s interest in the Equipment and agrees to indemnify Leap against physical loss or damage including,
but not limited to, the perils of accident, fire, theft and burglary and all other usual risks and will effect adequate
Public Liability Insurance covering any loss, damage or injury to property or persons arising out of the use of the
Equipment. Further the Client will not use the Equipment nor permit it to be used in such a manner as would permit
an insurer to decline any claim.
18. General
18.1 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.
18.2 If any provisions of these terms and conditions are inconsistent with the PPSA, the PPSA shall prevail to the extent
of that inconsistency.
18.3 These terms and conditions and any contract to which they apply shall be governed by the laws of Western
Australia and are subject to the jurisdiction of the courts of Western Australia.
18.4 Leap shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense
(including loss of profit) suffered by the Client arising out of a breach by Leap of these terms and conditions.
18.5 In the event of any breach of this contract by Leap the remedies of the Client shall be limited to damages which
under no circumstances shall exceed the Price of the Goods.
18.6 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 Leap nor to withhold payment of any invoice because part of that invoice is in dispute.
18.7 Leap may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
18.8 The Client agrees that Leap may 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 Leap
notifies the Client of such change. The Client shall be under no obligation to accept such changes except where
Leap supplies further Goods to the Client and the Client accepts such Goods.
18.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action,
fire, flood, storm or other event beyond the reasonable control of either party.
18.10 The failure by Leap to enforce any provision of these terms and conditions shall not be treated as a waiver of that
provision, nor shall it affect Leap’s right to subsequently enforce that provision