These Terms and Conditions govern the supply of goods and services by Iceberg Content Management Systems (“Iceberg CMS”, “we”, “us” or “our”) to our clients (“you” or “your”).
Please read these Terms before placing an order or engaging our services.
In these Terms:
Contract means these Terms together with any quotation, proposal, order, invoice or other document expressly stated to form part of the agreement, including agreed amendments.
Iceberg CMS means Iceberg Content Management Systems, its successors and assigns, and anyone acting with its authority.
Client means the person or entity requesting our goods or services, including anyone acting with their authority. Where there is more than one client, each is jointly and severally responsible. For partnerships, this includes each partner. For trusts, this includes the trustee. References to the client include executors, administrators, successors and permitted assigns.
Services means the services, solutions, consultations, installations, software and integrations we provide at your request. These may include networking, cabling, IT hardware, computers, printers, peripherals, cloud services, Microsoft 365, Google Workspace, third-party API integrations, AI integrations and other IT professional services.
Goods means tangible items we supply, including equipment, computers, printers, cabling and peripherals. Where the context permits, references to Services include Goods and vice versa.
Confidential Information means confidential information in any form, including intellectual property, operational information, know-how, trade secrets, financial and commercial information, contracts, client information, personal information and pricing.
Cookies means small files stored on a user’s device that hold information relating to a user or website interaction.
Price means the amount payable for the Goods or Services, together with applicable GST, as determined under section 6.
GST means goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
You accept these Terms when you place an order for Services or accept delivery of Goods or Services.
If these Terms conflict with a document previously provided, these Terms prevail. Amendments to an existing Contract must be in writing and signed by both parties.
Credit terms are available only after we approve your credit application and establish a credit limit. We may refuse or suspend supply if an order exceeds your credit limit or your account is overdue.
If you request installation at premises you do not own, you warrant that you have obtained the owner’s consent. You remain responsible for payment and indemnify us against claims by the property owner relating to the installation, except where a claim arises directly from our negligence. We may request evidence of ownership or the owner’s consent.
Urgent or after-hours support may attract a minimum call-out fee, labour charges, travel costs and materials charges.
Electronic signatures are accepted where they comply with the Electronic Transactions Act 2000 (NSW), or equivalent applicable legislation.
You must nominate an authorised representative with authority to order or vary Goods and Services on your behalf.
You are responsible for additional costs, including our profit margin, arising from extra work or variations requested by that representative.
We are not liable for inadvertent errors or omissions in documentation or administration, including quotations and marketing materials, unless caused by our negligence or wilful misconduct.
An inadvertent error or omission does not, by itself, invalidate the Contract or entitle you to treat it as repudiated.
You must give us at least 14 days’ prior written notice of any proposed change in ownership, trusteeship, business name, registered office or contact details.
You are responsible for losses we incur because you fail to provide this notice.
The Price will be the amount stated on our invoice or the quoted amount, subject to the variations described below.
A quotation becomes binding if accepted in writing within [CONFIRM: 14 or 30 days].
We may adjust the Price where:
You request changes to the scope of Goods or Services.
Hidden or unforeseen issues require additional work, including legacy system incompatibility, inadequate infrastructure, incomplete third-party work, inaccurate specifications or unexpected API or AI integration complexity.
Labour, software licensing, exchange rates, freight or insurance costs change for reasons beyond our control.
Variations will be detailed in writing, charged at our quoted or standard rates, and identified on invoices.
You must respond to a variation notice within 10 working days. If you do not respond, we may add the variation cost to the Price. Payment for variations is due in full when the varied Services are completed.
We may require a non-refundable deposit before starting work or ordering hardware, subject to applicable law.
Payment is due on the date specified in the relevant invoice or agreed documentation. Depending on the agreed arrangement, payment may be due:
On completion of the Services.
Thirty days after the end of the month in which a statement is posted to you.
On another specified date.
If no payment date is specified, payment is due within seven days of the invoice date.
Payment on time is an essential term of the Contract.
We accept cash, bank transfer, cheque, electronic banking, credit card and other agreed payment methods. Credit card payments may attract a surcharge, subject to applicable law.
We may allocate payments to outstanding invoices at our discretion and reallocate payments following a default. Where no allocation is specified, payments will be allocated to preserve the maximum value of any purchase money security interest in the Goods.
Unless expressly agreed or required by law, you must not set off, deduct or withhold amounts from payments due to us. If part of an invoice is disputed, the undisputed amount remains payable.
Unless stated otherwise, prices exclude GST and any other applicable taxes or duties, which you must pay in addition.
We will use reasonable efforts to begin Services as soon as practicable after accepting your order.
We may extend commencement or completion dates by a reasonable period where we notify you of delays beyond our control, including supplier delays, unavailable hardware or delays in receiving access or information from you.
Delivery costs may be included in the Price or charged separately.
We may supply Goods or Services in instalments, with each instalment invoiced and payable separately.
Delivery and completion dates are estimates. Subject to applicable law, we are not liable for losses arising from late delivery. Where your actions or inaction delay delivery, we may charge for storage, re-delivery or other logistical costs.
Where we supply Goods without installation, risk passes to you on dispatch or collection by you or your nominated carrier. You must insure the Goods from that point.
Where we supply and install Goods, we will maintain appropriate insurance until installation is complete. Risk then passes to you.
Goods left unattended at your request are left at your risk.
You must ensure your IT environment is suitable for the requested Services, including server rooms, data cabinets, power supplies, cabling and software configurations.
We are not responsible for issues caused by inadequate or unsafe infrastructure.
If we discover hazardous conditions that prevent safe completion, we may suspend work. You are responsible for remediation costs.
You must notify us of infrastructure changes or system reconfiguration required by a third party or to accommodate additional equipment. Associated costs will be treated as a variation.
Unless included in the agreed scope, you are responsible for removing or recycling packaging, old equipment and other IT waste.
Our advice and recommendations are provided in good faith based on our knowledge and experience. You remain responsible for assessing their suitability for your circumstances.
Temporary repairs or “quick fixes” may require further work. Recurring issues or additional damage may result in further charges.
You must:
Provide the physical and electronic access reasonably required to perform the Services.
Prepare premises, systems and network environments for installation or configuration.
Make premises and systems available at agreed times.
Cooperate with the agreed work schedule or project timeline.
Provide suitable power and internet connectivity where required.
Ownership of Goods remains with Iceberg CMS until you have paid all amounts owing, including applicable interest, and fulfilled your other obligations.
Payments are not treated as received until cleared or settled.
Until ownership passes:
You hold the Goods as bailee and must return them immediately if we request.
You must hold insurance proceeds relating to lost or damaged Goods on trust for us.
You must not sell or dispose of the Goods except in the ordinary course of business, and must hold sale proceeds on trust for us.
If the Goods are combined with other items to form a new product, you must hold that product on trust and account to us for the proceeds.
Terms used in this section have the meanings given in the Personal Property Securities Act 2009 (Cth) (“PPSA”).
You acknowledge that these Terms constitute a security agreement and create a security interest in Goods we have supplied or will supply.
You must promptly provide information and sign documents reasonably required to perfect our security interest. You indemnify us for costs associated with registering or releasing that interest.
To the extent permitted by law:
Sections 96, 115 and 125 of the PPSA do not apply.
You waive rights to notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4).
You waive rights under sections 142 and 143.
You waive the right to receive a verification statement under section 157.
As security for your obligations, including payment, you grant us a charge over all your present and after-acquired property, including real property.
You indemnify us for enforcement costs, including legal fees on a solicitor/client basis.
You irrevocably appoint Iceberg CMS and each of its directors as your attorney to execute documents necessary to give effect to this charge.
You must inspect Goods and completed Services promptly and notify us in writing within seven days of any apparent defect, damage or shortage. Other defects must be reported as soon as practicable.
You must allow us to inspect the alleged defect. These notification requirements do not limit rights that cannot lawfully be excluded.
Nothing in these Terms excludes, restricts or modifies guarantees, rights or remedies that cannot lawfully be excluded under the Australian Consumer Law or other applicable legislation.
Except for those rights and any express written warranties, we provide no additional warranties about quality or suitability.
Any limitation of liability, including a limitation under section 64A of the Australian Consumer Law, applies only where legally permitted. Depending on the circumstances, remedies may include repair, replacement, resupply, payment of the relevant costs or a refund.
Where a refund is legally available and we cannot replace Goods, a refund equivalent to the amount paid for those Goods may be provided. Where Services cannot be rectified or resupplied, any applicable refund may take account of the value already provided.
For clients who are not consumers under the Australian Consumer Law, liability for defects is limited to the extent permitted by law.
Subject to your statutory rights, returned Goods must be in the condition supplied. Return freight is your responsibility unless the cost is significant or another arrangement applies.
We are not responsible for defects caused by misuse, neglect, unauthorised alterations or normal wear and tear.
We may accept returns of non-defective Goods at our discretion. A restocking or handling fee of up to 20% of their value, plus freight, may apply.
Customised or specially ordered items, including software licences, specialised hardware and non-stock items, are generally not returnable for credit after production or procurement begins, except where required by law.
Unless otherwise agreed in writing, designs, code, documentation and concepts we create remain our intellectual property. You may use them only with our express permission.
You warrant that instructions and specifications you provide do not infringe third-party intellectual property rights. You indemnify us against claims arising from such infringement.
We may use work created for you in marketing or competition entries, provided we do not disclose your confidential or proprietary information.
Overdue invoices may attract interest at 2.5% per calendar month, compounded monthly until paid, subject to applicable law.
You are responsible for debt recovery costs, including legal fees, administrative costs and collection agency expenses, to the extent recoverable by law.
If a payment reversal is found to be unlawful, fraudulent or in breach of your obligations, you remain responsible for the reversed amount and associated fees.
We may suspend or cancel outstanding orders if payment is overdue or you become insolvent or otherwise unable to meet your financial obligations, subject to applicable law.
Both parties must comply with applicable laws, regulations and local authority requirements relating to the Goods and Services.
You are responsible for obtaining necessary licences and approvals, including software licences and data-handling authorisations.
You must ensure premises and IT environments comply with applicable workplace health and safety requirements.
Our work will conform to applicable industry standards, manufacturer guidelines or recognised best practices for network, software and hardware installations.
If you breach these Terms, including by failing to pay, we may suspend or terminate supply, subject to applicable law.
We may cancel an order before Services begin by giving written notice. We will refund amounts paid, less amounts relating to Services already performed.
If you cancel after work begins, you are responsible for direct and indirect losses we incur, including loss of profit, to the extent recoverable by law.
Specially ordered or customised items cannot be cancelled after production or procurement begins, except where required by law.
We treat personal information held in emails, documents and other records as confidential.
We handle personal information in accordance with applicable privacy legislation, including the Privacy Act 1988 (Cth), relevant data breach notification requirements and applicable overseas privacy laws where relevant.
Where our website uses Cookies or similar tracking technologies, we will disclose their use and provide options to enable or disable Cookies.
Where lawfully permitted and required to assess or provide credit, you consent to us:
Obtaining credit reports from credit reporting bodies.
Exchanging relevant information with credit providers or related entities for credit assessment, default notification and creditworthiness checks.
Using and retaining relevant information to provide Services, process payments, verify identity and recover outstanding amounts.
You may request access to or correction of your personal information in writing or by email. You may also request that we stop using your information for direct marketing.
We will destroy personal information at your request unless we need to retain it to fulfil contractual or legal obligations.
Privacy complaints may be submitted to us by email. We will respond within seven days and aim to resolve complaints within 30 days. If you remain dissatisfied, you may contact the Office of the Australian Information Commissioner.
If you leave an item with us for repair or modification and fail to pay amounts owing, we retain a lien over that item until payment is received.
We may sell or dispose of the item only in accordance with applicable legislation.
The lien continues despite legal proceedings or judgment.
Written notices may be delivered personally, left at the addressed location, sent by registered post, or sent by fax or email with confirmation of transmission. Notices may also be given by another legally recognised method.
Postal notices are treated as received when they would ordinarily be delivered, unless shown otherwise.
If you act as trustee, you are bound personally and in your capacity as trustee.
You warrant that you have authority under the trust deed to enter the Contract and that the deed does not restrict your right of indemnity against trust assets.
Without our prior written consent, you must not amend the trust deed or pass a resolution that affects your ability to meet your obligations to us.
The Building and Construction Industry Security of Payment Act 1999 (NSW) may apply to eligible IT cabling or infrastructure installation projects in New South Wales.
Nothing in these Terms is intended to exclude the operation of that Act except as permitted by law.
Waiver and severability: A waiver is effective only if made in writing. If a provision is invalid or unenforceable, the remaining provisions continue to apply.
Governing law: The Contract is governed by the laws of New South Wales. Both parties submit to the jurisdiction of its courts.
Liability: Subject to section 13 and applicable law, we are not liable for indirect or consequential loss, including loss of profit. Our maximum liability is limited to the Price of the Services giving rise to the claim.
Assignment: We may assign or sublicense our rights and obligations without your consent, subject to applicable law. You may assign your rights or obligations only with our written approval.
Subcontracting: We may subcontract Services and remain responsible for the subcontractor’s performance.
Future changes: We may amend these Terms for future engagements. Changes take effect when disclosed to you in writing. Amendments to an existing Contract remain subject to section 2.
Events beyond reasonable control: Neither party is liable for failure to perform caused by events beyond its reasonable control, including war, terrorism, strikes or natural disasters.
Authority: Both parties warrant that they have authority to enter the Contract and are not insolvent.
For questions about these Terms or our Goods and Services, please contact Iceberg Content Management Systems through icebergcms.com.au.