TERMS & CONDITIONS OF SALE
All orders are accepted by ID-Me subject to the Terms & Conditions of Sale as set out below.

1. DEFINITIONS AND INTERPRETATION
   1. In these terms and conditions (hereinafter referred to as the "Terms"):
      1. "AO" means the acknowledgement of order form (if any) issued by ID-Me to the Purchaser;
      2. "Applicable Warranty Period" means in relation to any Hardware, the warranty period applicable to that Hardware as stated in any AO; but if not so stated the Applicable Warranty Period shall be 12 months from delivery of the Hardware in accordance with Condition 6.1
      3. "ID-Me Confidential Information" means all confidential information provided by ID-Me to the Purchaser in connection with the Contract, including without limitation, customer data, sales referrals, competitor intelligence, product plans, price lists, specifications, designs, programs or other material including know-how, plans and drawings issued by or on behalf of ID-Me;
      4. "Contract" means an agreement between ID-Me and the Purchaser for the supply of Goods, which Contract shall comprise, save as otherwise agreed in writing by ID-Me, these Terms, any AO and, subject to Condition 3.1, any relevant quotation issued by ID-Me to the Purchaser;
      5. "Force Majeure" means any event outside ID-Me's reasonable control, including without limitation, fire, flood, act of God, armed conflict, trade dispute, equipment or supply difficulties, any rule or action of any public authority or transportation delays;
      6. "Goods" means the Products and/or services (as appropriate) listed in the AO or which ID-Me otherwise agrees to supply to the Purchaser (including any instalments or parts of Products);
      7. "Hardware" means equipment supplied by ID-Me to the Purchaser under these terms and conditions;
      8. "Manufacturer" means the original producer of the Products
      9. "Liability in relation to" means Losses arising directly or indirectly out of, or in connection with;
      10. "Losses" means liabilities, losses, damages, costs (including without limitation legal costs on a full indemnity basis and value added tax and other applicable taxation), expenses, actions, claims, proceedings and demands;
      11. "Price", subject to these Terms, means the price for the Goods as quoted and confirmed in any AO;
      12. "Products" means Hardware and/or Software;
      13. "Purchaser" means the purchaser of the Goods as stated in any applicable AO;
   2. In these Terms, unless the context requires otherwise, any reference to:
      1. A party or parties is either ID-Me or the Purchaser or ID-Me and the Purchaser (as the case may be) and shall include any permitted assignees of a party;
      2. A Condition is to a Condition of these Terms;
      3. The masculine, feminine or neuter gender respectively includes the other genders and any references to the singular includes the plural and vice versa;
      4. A person includes any individual, firm or corporation, incorporated association, any association or partnership or joint venture (whether or not having a separate legal personality).
2. TERMS TO APPLY TO EVERY CONTRACT
   1. These Terms shall apply to and form part of every Contract between ID-Me and the Purchaser for the sale and purchase of the Goods. All quotations are made and all purchase orders are accepted on and subject to these Terms. No terms or conditions specified by the Purchaser (whether or not earlier agreed to expressly or by conduct between ID-Me and the Purchaser or submitted in a later document and/or which purport to exclude or supersede any terms or conditions inconsistent with these Terms) shall apply or have effect.
3. QUOTATIONS, CONTRACTS, SPECIFICATION, VARIATION AND CANCELLATION
   1. Quotations are not binding on ID-Me and may be withdrawn or modified. Unless otherwise agreed therein a quotation will lapse 30 days after its date of issue. Save as otherwise agreed in writing by ID-Me, a Contract shall only arise if ID-Me sends its AO to the Purchaser, or appropriates Goods to the Contract.
   2. Orders are accepted subject to the credit status of the Purchaser being satisfactory to ID-Me from time to time. ID-Me may cancel any Contract at any time if the Purchaser’s credit references are not satisfactory to ID-Me
   3. ID-Me may alter the specification of any Goods if this does not materially and adversely affect their performance or utility.
   4. If any variation in the Goods or any Contract is agreed or is required for compliance with any applicable law, regulation or safety recommendation the Purchaser shall pay such additional amount as is fair and reasonable and ID-Me shall have reasonable additional time to perform any Contract.
   5. Any Contract may only be varied or amended with ID-Me's written consent and upon such terms as ID-Me may specify.
4. PRICE AND PAYMENT
   1. Subject to any AO, the Price shall exclude all taxes (including, without limitation, value added tax or any successor tax or equivalent local tax), export, import or other duties and other costs and expenses which shall be borne by the Purchaser, all of which will be added to the Price and shall be payable to ID-Me by the Purchaser against receipt of an appropriate invoice. The Price is also exclusive of any costs of pre-billed charges, carriage and insurance which shall all be payable by the Purchaser. Unless costed for in any AO, ID-Me may make reasonable additional charges for complying with any special requirements of the Purchaser and may increase the Price at any time before delivery to reflect any increase in the cost of the Goods to ID-Me which is due to any factor outside its control, including without limitation foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in costs of labour, material or costs of supply.
   2. Payment, subject to any AO, shall be made to ID-Me, clear of any banking transaction charges and without deduction, set off or counterclaim. Payment shall be made in accordance with the payment terms and in the currency stated in any AO, or if none are stated, within thirty days following the end of the month in which delivery of the Products is made or the services are provided. For the purposes of this Condition, a payment shall be deemed made when credited to ID-Me's bank account and in cleared funds.
   3. ID-Me shall be entitled to apply payments received from the Purchaser in payment of any unpaid invoice or part thereof of the Purchaser as ID-Me shall in its absolute discretion determine and shall be entitled to vary such application as many times as it shall determine until all sums owing by the Purchaser to ID-Me under this Agreement have been paid.
   4. Time of payment is of the essence of every Contract. Without limiting ID-Me's remedies if payment is overdue, in the event payment by the Purchaser is not made in accordance with Conditions 4.1 & 4.2, the Purchaser shall indemnify ID-Me against any legal fees and other costs of collection after as well as before judgment, and as an independent obligation shall pay to it a sum equal to any Losses suffered by ID-Me arising from late payment, including without limitation exchange rate fluctuations, and shall pay interest on such sum and on the amount overdue at 3% above the unsecured Business Overdraft Rate from time to time of the Commonwealth Bank of Australia Limited calculated from the date payment fell due until the date of actual payment (or such lesser amount as is the maximum rate permissible by law) and ID-Me may cancel any Contract and suspend deliveries to the Purchaser.
   5. The Purchaser shall indemnify ID-Me against any liability in relation to any breach by the Purchaser of its obligations under any Contract.
5. RISK AND PROPERTY
   1. Risk of damage to or loss of the Products shall pass to the Purchaser at the earlier of the time when ID-Me notifies the Purchaser that the Products are available for collection or upon ID-Me first tendering the Products for delivery at the Purchaser’s address stated on the AO.
   2. All materials or goods provided by or on behalf of the Purchaser to ID-Me shall be held, worked on and carried at the Purchaser’s risk in every respect. The Purchaser shall insure accordingly.
   3. Notwithstanding delivery and the passing of risk in the Products and any other provision of the Contract, title to and ownership of the Products shall not pass to the Purchaser until ID-Me has received the Price in full in cash or cleared funds.
   4. Until such time as property in the Goods passes to the Purchaser, the Purchaser shall:
      1. Hold the Products as ID-Me’s fiduciary agent and bailee and ID-Me may require return of the Products. For the purpose of recovery of the Products, the Purchaser grants ID-Me an irrevocable licence to enter any premises where the Products are situated (or are reasonably thought to be situated) to repossess them and the Purchaser agrees to pay the costs of repossession;
      2. Keep the Products separate from those belonging to the Purchaser and third parties and properly stored, insured and identified as ID-Me’s property.
   5. ID-Me shall have a lien over any of the Purchaser’s assets in its possession or control.
6. DELIVERY
   1. Save as otherwise agreed in writing by ID-Me delivery shall be made by ID-Me making the Products available for collection from its premises and so informing the Purchaser or, if some other place for delivery is stated in any AO, by ID-Me or its nominated carrier tendering the Products for delivery to the stated place. If the Purchaser fails to take delivery or to give adequate delivery instructions, ID-Me may (without prejudice to its other rights) store or dispose of the Products, in which case the Purchaser shall pay to ID-Me upon request the amount of any reasonable storage or disposal charges. If the Purchaser does not take delivery or give adequate delivery instructions within 14 days of ID-Me’s notification that the Products are ready for despatch ID-Me may without prejudice to any other rights terminate the Contract in accordance with Condition 8.1. Whilst ID-Me will seek to meet the stated delivery time, it is approximate only and ID-Me shall not incur liability in relation to late delivery. If no time for delivery is agreed the Purchaser shall accept the Products when ready for delivery.
   2. ID-Me may deliver in instalments and delay in delivery of any instalment will not entitle the Purchaser to terminate any Contract, nor permit the set off of any payments in respect of one delivery against any claim in respect of any other delivery. Where Products are delivered by instalments ID-Me may issue separate invoices.
   3. The Purchaser shall obtain in good time any applicable licences, permits and approvals relating to import and export and to the installation and/or operation of the Products and will indemnify ID-Me against all liabilities in relation to Products supplied without them. ID-Me shall not be responsible for any liability in relation to delay in obtaining or failure to obtain such licences, permits or approval.
7. INSPECTION AND ACCEPTANCE
   1. The Purchaser shall inspect and test the Products and within 7 days of their delivery (and in respect of services, within 7 days of ID-Me tendering their completion) shall give written notice to ID-Me of any damage or claim. In the absence of such notice, the Products shall be deemed to comply with the relevant Contract and the Purchaser shall be deemed to have accepted them.
8. TERMINATION OF CONTRACT
   1. ID-Me may terminate all or any of the Contracts and every other contract between it and the Purchaser if:
      1. The Purchaser fails to make payments to ID-Me under any Contract as they fall due or the Purchaser otherwise breaches any Contract and the breach or non-payment is not remedied within thirty days of notice from ID-Me;
      2. The Purchaser goes into liquidation, either compulsorily or (except for the purpose of reconstruction or amalgamation) voluntarily;
      3. A receiver is appointed in respect of the whole or any part of the assets of the Purchaser;
      4. A provisional liquidator is appointed to the Purchaser or the Purchaser enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors;
      5. The Purchaser threatens to do any of these things or a judgement or administration order is made against the Purchaser;
      6. In the reasonable opinion of ID-Me the Purchaser has ceased or threatened to cease to trade or its financial condition has materially deteriorated since the date of the Contract and ID-Me considers due performance by the Purchaser of its obligations is in jeopardy; or
      7. Where the Purchaser is an individual or partnership, he or any partner dies or any steps are taken with a view to making a bankruptcy order against him or any partner; or
      8. Control of the Purchaser passes from the present shareholders, owners or controllers to other persons whom ID-Me in its absolute discretion regards as prejudicial to its reasonable interests; or
      9. Anything corresponding to any of the above occurs outside Australia.
   2. If any Contract is terminated, ID-Me (without prejudice to its other rights) may do any of the following:
      1. Declare immediately payable (and so interest-bearing under Condition 4.4) any sums owed by the Purchaser, proceed against the Purchaser for the same and/or damages, and appropriate any payment by the Purchaser as ID-Me thinks fit (notwithstanding any purported appropriation by the Purchaser);
      2. Suspend further performance of any Contract and/or any credit granted to the Purchaser on any account (and the time for delivery by ID-Me shall be extended by the period of such suspension) and ID-Me shall not incur any liability to the Purchaser whatsoever as a result of such suspension;
      3. Take possession of and deal with (including the sale of) any materials and other assets of the Purchaser held by or on behalf of ID-Me and apply any proceeds of sale in payment of any sums owing under, or damages arising in connection with, any Contract including any interest and costs arising on such sums or damages.
   3. Termination of any Contract by ID-Me pursuant to this Condition shall not entitle the Purchaser to any compensation or damages whatsoever.
   4. All rights and obligations of the parties under any Contract shall cease to have effect immediately upon termination of that Contract except that termination shall not affect:
      1. The accrued rights and obligations of the parties at the date of termination; and
      2. The continued existence and validity of the rights and obligations of the parties under Condition 9 and any of these Terms necessary for the interpretation or enforcement of that Contract.
9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
   1. The Purchaser shall keep strictly private and confidential all ID-Me Confidential Information disclosed by ID-Me before or after the date of this Agreement to it and will not copy or disclose any ID-Me Confidential Information to any third party whatsoever.
   2. The obligations contained in Condition 9.1 shall not apply to any confidential information which:
      1. Is at the date of its disclosure to the Purchaser already in the public domain, or comes into the public domain other than through breach of Condition 9.1 by the Purchaser;
      2. Can be shown by the Purchaser to the reasonable satisfaction of ID-Me to have been known by the Purchaser before disclosure by ID-Me to the Purchaser;
      3. Subsequently comes lawfully into the possession of the Purchaser from a third party.
10. WARRANTY
    1. ID-Me warrants to the Purchaser that for the Warranty Period the Hardware will be free from defects in workmanship and materials and will comply with Manufacturers published specifications. This warranty only covers problems reported to ID-Me in writing during the period of the relevant warranty.
    2. No warranty is given in these Terms in respect of Software.
    3. The limited warranties provided in Condition 10.1 are non-transferable, contingent upon the proper installation and use of the Hardware in accordance with the Manufacturers specifications, and subject to the limitations and restrictions set out in these Terms. The warranties only apply if:
       1. The Hardware has been used solely for its proper purpose and in accordance with the operating instructions;
       2. The defect has not been caused by fire, accident, misuse, neglect, incorrect installation by the Purchaser, unauthorised alteration, repair or maintenance and has not arisen from fair wear and tear;
       3. The defect has not arisen from any design, specification, component or material supplied by or on behalf of the Purchaser; and
       4. No part of the Hardware has been replaced with a part not supplied or approved by the Manufacturer.
    4. ID-Me's sole obligation to a Purchaser for Hardware failing to comply with the warranty set out in Condition 10.1 is, at ID-Me's sole discretion, to replace or repair the Hardware or to issue the Purchaser with a credit note for the Price of the Hardware if:
       1. ID-Me has received written notice of the warranty claim within the Warranty Period;
       2. Payment in full of all sums due in respect of the Hardware has been made in accordance with Condition 4 (Price and Payment);
       3. The Purchaser has returned the Hardware to ID-Me, freight paid, after ID-Me's written authorisation to do so or, at ID-Me's sole discretion, has afforded ID-Me sufficient access to the Products to enable its staff to inspect, adjust, repair and remove the Products; and
       4. The Manufacturer has determined in its sole discretion that the Product is defective.
    5. The Purchaser shall be liable for any costs incurred by ID-Me in responding to claims caused by operator error, incorrect application or other default of the Purchaser or any third party.
    6. The Applicable Warranty Period for any Goods repaired or replaced or any corrective services pursuant to the initial guarantee shall be the remaining period, if any, of such initial guarantee period.
11. EXCLUSIONS AND LIMITATIONS OF LIABILITY
    1. All warranties, representations, guarantees, conditions and terms, other than those expressly set out in these Terms whether express or implied by statute, common law, trade usage or otherwise and whether written or oral are hereby expressly excluded to the fullest extent permissible by law. The Purchaser is solely responsible for the protection and back up of all data and software not supplied by ID-Me used in conjunction with the Products.
    2. ID-Me's maximum aggregate liability under, arising from or in connection with any Contract, whether arising in contract, tort (including negligence) or otherwise, shall be limited to the Price of the Hardware or batch of Hardware out of which ID-Me's liability arose.
    3. ID-Me shall not in any circumstances be liable for any claim, whether arising in contract, tort (including negligence) or otherwise, for loss of profits, business, benefit, anticipated savings, goodwill or income, loss of use of any asset, loss of data, business interruption, management costs and whether or not arising out of any liability of the Purchaser to any other person, or for any consequential, special or indirect loss or damage.
    4. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall exclude, restrict or limit ID-Me's liability for death or personal injury resulting from its negligence.
    5. The Purchaser accepts that the limitations and exclusions set out in these Terms are reasonable having regard to all the circumstances including, without limitation, the Price.
12. FORCE MAJEURE
    1. If ID-Me is prevented or delayed from or in performing any of its obligations under any Contract (other than an obligation to make payment) by an event of Force Majeure, then:
       1. Its obligations under the relevant Contract shall be suspended for so long as the Force Majeure continues and to the extent that ID-Me is so prevented, hindered or delayed;
       2. As soon as reasonably possible and in any event within fourteen days after commencement of the Force Majeure, ID-Me shall notify the Purchaser in writing of the occurrence of the Force Majeure, the date of commencement of the Force Majeure and the effects of the Force Majeure on its ability to perform its obligations under the relevant Contract;
       3. ID-Me shall use all reasonable efforts to mitigate the effects of the Force Majeure upon the performance of its obligations under the relevant Contract;
       4. As soon as reasonably possible and in any event within fourteen days after the cessation of the Force Majeure, ID-Me shall notify the Purchaser in writing of the cessation of the Force Majeure and shall resume performance of its obligations under the relevant Contract.
13. GENERAL
    1. The Purchaser warrants that the use of any specification, design, information or components supplied by the Purchaser to ID-Me will not infringe the rights of any third party and shall indemnify ID-Me against all liability in relation to any breach of this warranty.
    2. The Purchaser agrees to comply with all laws relating to the Purchaser's use of the Product and to indemnify ID-Me in respect of all Losses incurred by ID-Me arising out of any acts or omissions of the Purchaser that break any law and involve the Purchaser's use of the Products.
    3. No amendment or variation of the terms of any Contract shall be effective unless it is made or confirmed in a written document signed by both parties.
    4. No delay in exercising or non-exercise by either party of any of its rights under or in connection with any Contract shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.
    5. The Purchaser may not assign, sub-contract or otherwise dispose of any of its rights under any Contract without the prior written consent of ID-Me at ID-Me's sole discretion.
    6. ID-Me may assign, sub-contract, sub-license or otherwise dispose of all or any of its rights and transfer all or any of its obligations under any Contract without the prior written consent of the Purchaser.
    7. ID-Me shall not be liable in tort in respect of any representation, warranty or other statement (whether or not contained in these Terms) being false, inaccurate and/or incomplete unless it was made fraudulently.
    8. All communications relating to any Contract shall be in writing and delivered by hand or sent by post or facsimile to the party concerned at the relevant address shown on any AO (or such other address as may be notified from time to time in accordance with this Condition by the relevant party to the other party). Any such communication shall take effect if posted, upon delivery and if sent by facsimile, when a complete and legible copy of the communication, whether that sent by facsimile or a hard copy sent by post or delivered by hand, has been received at the appropriate address.
    9. If any part of any provision of this Agreement shall be invalid or unenforceable, then the remainder of such provision and all other provisions of this Agreement shall remain valid and enforceable.
    10. Contracts shall be construed in accordance with Australian law and the parties agree that for the exclusive benefit of ID-Me the courts of Australia are to have jurisdiction to settle any disputes which may arise in connection with the Contracts; but the Purchaser agrees that ID-Me shall be entitled to bring proceedings in connection with the Contracts in any other court of competent jurisdiction
    11. The parties do not intend any term of any Contract to be enforceable by any person which is not a party to it.