X

Wolfstrike Rentals PTY Limited Terms & Conditions

RENTAL AGREEMENT

  1. These standard terms are incorporated into any Rental Agreement between Wolfstrike Rentals Pty Limited ABN 15 606 253 696 (the “Company”) and its customers (each a “Customer”). A reference to ‘Rental Agreement’ will be deemed to include a reference to these standard terms.
  2. The Customer agrees to rent the equipment, software and services described in the Rental Agreement (“Products”) on the terms of the Rental Agreement.

TERM

  1. The Rental Agreement will run for the Initial Term and following the Initial Term, the Rental Agreement may be cancelled by either party giving not less than 3 months’ written notice to the other, however if no notice is given then the Rental Agreement will automatically renew for a further period of 12 months.

PAYMENT

  1. The price is set out in the Rental Agreement with the first payment due 7 days after the Delivery/Install date or as defined in the Payment Start Date, whichever is the later. The Customer must pay all applicable taxes (including GST and stamp duty) in addition to the price.
  2. The Customer must make payment monthly in advance by direct debit to the account nominated by the Company.
  3. The Customer may not withhold payment or make any deductions from any amount owing to the Company.

DELIVERY

  1. The Service Provider will deliver, or arrange delivery of the Products to the physical address of the Customer’s business.
  2. The Service Provider described in the Rental Agreement is not an agent for the Company The Service Provider has agreed to provide on-going support and service to the Customer. Any calls by the Customer for service, support or assistance are to be directed to the Service Provider.
  3. The Service Provider will install and support the Products and the Customer agrees that usage of the Products constitutes acceptance that the Products are fit for use and that the condition and operation of the Products meet the Customer’s needs.
  4. The Company does not warrant the performance of the Products.

RETENTION OF TITLE

  1. The title to the Products remains with the Company. The Customer acknowledges that this retention of title supply attaches on delivery of the Products for the purposes of the PPSA.
  2. The Customer must keep the Products at the physical address of its business premises at all times and must not move the Products from that address without the prior written approval of the Company.

RISK AND USE OF PRODUCTS

  1. The Customer must fully insure the Products from the time of delivery.
  2. The Customer must protect the Products, and not damage, deface, alter or tamper, mortgage, or otherwise use the Products for any security. If the Products include a SIM card, this may only be used with the Products supplied by the Company and the Customer must not alter it in any way.
  3. The Products must be returned, at your expense, to the Company on expiry or cancellation of the Rental Agreement. If the Customer does not return the Products, or if there is any loss of the Products for any reason, then the Customer shall be liable to pay the replacement cost of the Products as per the current price list set by the Company or its suppliers.
  4. The Company may charge the Customer for the cost of repairs in the event the Products are damaged, by way or liquid damage, abuse, pest infestation, electrical surges or any other issue excluding fair wear and tear. The Company may replace or repair any quality Product

PPSA

  1. The Customer grants a security interest to the Company in each and every part of the Products as security for payment and for any other amounts owing by the Customer to the Company from time to time, and for the performance by the Customer of all the Customer’s other obligations to the Company from time to time, (“Customer’s indebtedness and obligations”). For the purposes of section 20(2)(b) of the PPSA , the Customer confirms and agrees that the Customer intends to and does grant to the Company, as security for the Customer’s indebtedness and obligations, a security interest in all of the Customer’s present and after-acquired property except only for any such property which is or comprises items or kinds of personal property (“Excepted Property”):
    • in or to which the Customer has rights; and
    • which has not been supplied by the Company to the Customer,
    • other than any Excepted Property which is or comprises proceeds of any of that present and after-acquired property which has been supplied by the Company to the Customer.
  2. The Customer must do all things necessary in the Company’s reasonable opinion to enable the Company to register a financing statement or financing change statement on the PPSR as a security interest and/or a purchase money security interest.
  3. The Customer must not change its name or ABN or other details required in respect of registration, or maintenance of registration, of each security interest on the PPSR without first notifying the Company in writing.
  4. The Company may allocate amounts received from the Customer in any manner it determines, including in any manner required to preserve any purchase money security interest it has in any Goods.
  5. If the provisions of Chapter 4 of the PPSA would otherwise apply, to the maximum extent permitted by law, the Customer agrees that sections 129(3), 132(3)(d), 132(4), 134(1), 135, 142 and 143 of the PPSA will not apply.
  6. To the maximum extent permitted by law, the Customer contracts out of, and waives any rights the Customer may have pursuant to, sections 95 and 96, and if the provisions of Chapter 4 of the PPSA would otherwise apply, sections 117, 118, 121(4), 123, 129(2) and 130 of the PPSA.
  7. The Customer waives any rights that the Customer may have under section 275(7)(c) of the PPSA to authorise disclosure of any confidential information that is protected from disclosure under clause 27.
  8. The Customer appoints and authorises the Company as its attorney to sign in the Customer’s name all documents which the Company reasonably considers necessary to enforce or protect the Company’s rights and powers under this agreement and to protect, preserve and enforce the Company’s rights under the PPSA.

INTELLECTUAL PROPERTY AND SOFTWARE

  1. If the Products include software, the Products will be supplied with a license to use one copy of the “standard’ software, in relation to that specific product.
  2. Use of the Products does not confer ownership rights in respect of any software that any Product may contain. The Customer acknowledges and agrees that the Company owns the intellectual property in any software in any product it provides and ownership of this intellectual property remains with the Company. The Customer shall not make copies of the software, modify, decompile, disassemble, decrypt, extract or otherwise reverse engineer the software. The license under this clause is only for the software as supplied and does not include automatic entitlement to any present or future upgrades or updates.
  3. The Customer has no right, title or interest in any of the Company’s trademarks, trade names and logos, including those items used by it under licence.

INTELLECTUAL PROPERTY

  1. The Company will not be liable for any Claim or other remedy (of any nature, including under contract or in negligence) by the Customer or any other person.
  2. The Customer shall indemnify and keep indemnified the Company against any claims made against the Company by any third party in respect of any Claim.
  3. The Customer shall indemnify and keep indemnified the Company against any liability or loss (including environmental damage and personal injury) arising from the Customer’s possession, operation or use of the Products or from any negligent or illegal act or breach of this agreement by the Customer or its contractors. This indemnity is a continuing obligation, separate and independent from the Customer’s other obligations. It continues after this agreement ends or is terminated. It is not necessary for the Company to incur expense or make a payment before the Company may enforce a right of indemnity.
  4. Without limiting clauses 29 and 30 above, the Customer shall indemnify and keep indemnified the Company against all losses and expenses which the Company suffers or incurs due to the Customer’s failure to fully observe its obligations under this agreement.

 

  1. Nothing contained in clauses 28 to 31 above shall be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application in relation to the supply of the equipment of all or any of the provisions of the Competition and Consumer Act 2010 or any relevant State or Territory statute which by law cannot be excluded, restricted or modified PROVIDED THAT to the extent that any such statute permits the Company to limit its liabilities to compensate or indemnify any person for breach of a condition or warranty, then our respective liabilities for such breach shall be limited in the case of the Products to the replacement of the Products with the same or equivalent equipment or to the repair of the equipment or payment of the cost of repair and in the case of services to the resupply of the services.

DEFAULT

  1. If an Event of Default occurs in respect of the Customer, the Company may:
    • Disable or disconnect the rental service;
    • Cancel this Rental Agreement and sue the Customer for damages;
    • Enter on the Customer’s premises and recover and retrieve the Products;
    • Recover all costs associated with the breach or insolvency from the Customer.
  2. The Customer indemnifies the Company and will pay all costs incurred by the Company, including legal costs on a solicitor-Customer basis and debt collectors’ costs, due to an Event of Default or incurred in the recovery or attempted recovery of outstanding money or the enforcement of the terms of the Rental Agreement.
  3. Payments by the Customer will be applied first in reduction of such interest and costs due, and the balance in reduction of other amounts due.
  4. If an Event of Default occurs, the price and any other amount owing will immediately become due and payable notwithstanding that the due date has not arisen.

DISPUTE RESOLUTION

  1. Where any question, dispute or difference (“dispute”) arises between the parties concerning or in any way arising out of this agreement or the performance of either party in terms of the Rental Agreement, the parties will make a genuine effort to resolve the questions, dispute or difference without resorting to litigation. If the dispute remains unresolved for 30 days; then the dispute will be referred to the arbitration of a single arbitrator agreed upon between the parties or in default of agreement to be appointed by the President or other office bearer for the time being of the Australian Commercial Disputes Centre, and the arbitration will be governed by the NSW Commercial Arbitration Act

NOTICES

  1. Any notice given under this Rental Agreement must be in writing (or via Email) and delivered by hand or sent by email, post, courier, or facsimile transmission to the last known address of the recipient. Notices delivered by hand or sent by email or facsimile transmission are deemed to have been received on the date of delivery or transmission if made before 5pm on a Business Day.  Notices sent by courier are deemed to have been received on the next Business Day and notices sent by post on the 2nd Business Day following posting.

PRIVACY

  1. The Customer and Guarantor and, where applicable, each director of the same, hereby acknowledge and agree that by entering into this contract each of them have given the authorisation in relation to the use of personal information and the obtaining of credit information in relation to each of them on the terms set out under the heading “Authorisations by Customer” at the Company’s website at wolfstrikepos.com under “Privacy Policy – Australia” .The Customer and Guarantor and where applicable each director of the same jointly and severally warrant and agree that each of them have read and fully understood that document and that the terms of that document are incorporated herein.

GUARANTEE

  1. In consideration of the Company, at the Guarantor’s request, agreeing to supply the Customer with Products from time to time, the Guarantor:
    • Unconditionally and irrevocably guarantees the due and punctual payment by the Customer of all moneys due and payable by the Customer to the Company and the due observance and performance by the Customer of all its obligations owed to the Company.
    • Will pay on demand all moneys due and payable by the Customer to the Company.
    • Agrees that the liability of the Guarantor under this guarantee and indemnity is to be construed as if the Guarantor was the sole principal debtor for all moneys due and payable by the Customer to the Company.
    • Agrees that this guarantee shall be a continuing guarantee and shall not be satisfied or discharged if the Customer’s account at any time comes to a nil or credit balance or on the winding up, liquidation, dissolution (or similar event) or the Customer or any disclaimer by any liquidator but will continue in full force and effect until the Company releases the guarantee.
    • Agrees to supply on request reasonable evidence of the Guarantor’s financial standing to the Company.
    • Indemnifies the Company against all costs and expenses which are either incurred or incidental to the enforcement of this guarantee and indemnity (including legal fees on a full indemnity basis).

GENERAL

  1. If the Company exercises or fails to exercise any right or remedy available to it, this will not prejudice the Company’s rights in exercising that or any other right or remedy.
  2. The Customer must not transfer its rights in respect of this Rental Agreement to any other party without the Company’s prior consent in writing. The Company may assign this Agreement by notice to the Customer.
  3. If any clause or term of this Rental Agreement shall be invalid, unenforceable, or illegal then the remaining terms  and provisions  of  this  Rental Agreement will  be deemed  to be severable  therefrom  and will continue in full force and effect unless such invalidity, unenforceability or illegality is fundamental to this Rental Agreement.
  4. The Rental Agreement is governed by the law of New South Wales and the parties submit to the non-exclusive jurisdiction of the New South Wales and Federal courts.

DEFINITIONS

  1. In these terms:
  2. “Business Day” means any day of the week excluding a Saturday or a Sunday and any public holiday when trading banks in Australia or New Zealand are closed for business.
  3. “Claim” means any claim:
    • for loss, damage cost or expense (including without limitation loss of profits) suffered by the Customer; or
      • for any consequential, indirect or special loss, any loss, damage cost or expense or injury of any kind suffered by the Customer or any person arising directly or indirectly from:
        • any breach of the Company’s obligations under the Rental Agreement; or
        • any cancellation of this Rental Agreement; or
        • any negligence, misrepresentation or other act or omission by the Company or its employees, agents or contractors.
  1. “Event of Default” means an event where:
    • the Customer fails to comply with the terms of the contract into which these terms are incorporated or any other contract with the Company or any related company of the Company; or
    • the Customer commits an act of bankruptcy or is unable to pay its debts as they fall due or is deemed to be bankrupt or insolvent; or
    • the Customer enters into any composition or arrangement with its creditors; or
      • If the Customer is a company:
        • the Customer commits any act or any event occurs in relation to it which exposes it to a risk of being put into liquidation, administration or receivership; or
        • a resolution is passed or proceedings commenced for the Customer to be wound up or liquidated; or
        • a receiver or manager or receiver and manager is appointed over all or any of the Customer’s assets; or
        • the ownership or effective control of the Customer is transferred without the prior written consent of the Company.
  1. “Ownership” means the property in and legal and beneficial ownership.
  2. “PPSA” means the Personal Property Securities Act 2009.
  3. “PPSR” means the Person Property Securities Register.