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Legal

Terms and Conditions of Trade

TERMS AND CONDITIONS OF TRADE
GRATEX INTERNATIONAL AUST PTY LTD

This Agreement is between Gratex and the Customer to whom Gratex has agreed to supply a product, a Service or a Third-party Service. The following terms and conditions govern the trading relationship between Gratex and the Customer


1) DEFINITIONS AND INTERPRETATION

In these Terms:

"ACL" means the Australian Consumer Law, as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

"Customer" or "you" means the person, business or company that is the purchaser of products,  Services or Third-party Services;

“Command-line Provisioning Tool” means a command-line tool such as PowerShell tool that allows you to directly provision and manage Online Services and Subscriptions;

" Gratex " or "us" means Gratex International Aust Pty Ltd (ABN 70 090 952 113);

“Microsoft Customer Agreement” or “MCA” means a perpetual agreement that you must accept prior to placing a new order, renewing, or updating a Subscription or updating a Subscription seat count. The MCA is available in this link: https://www.microsoft.com/licensing/docs/customeragreement;

“Microsoft 365” or “MS365” means products of Microsoft including but not limiting to Microsoft 365 or Office 365 or Dynamics 365 Subscriptions, or per user or per device license Subscriptions;

“Online Service” means any of a Vendor hosted services, including Microsoft Online Services such as Microsoft 365, Office 365, Dynamics 365 and Azure, to which you subscribe under these Terms

“Portal” means web-based tool that allows you to directly provision and manage Online Services, Products and Subscriptions;

“Product” includes any goods, boxed software product, hardware, equipment, or a service. Product in relation to Microsoft Online Services means the individual Microsoft Online Service including but not limiting to a virtual machine, storage, networking and database;

 "Sales Contract" means any sales contract or agreement entered into by you and Gratex in respect of products, Services or Third-party Services supplied to you in which these Terms are deemed to be incorporated;

“Self-provisioned Service” means Online Services that are provisioned by you or by your associate or a party that you appoint, using a Portal or Command-line Provisioning Tools that allows you to provision new or modify existing products or Third-party Services;

“Service” means any service provided by us to you other than Third-Party Services. The Services may include design, consulting, monitoring, support and maintenance, configuration, setup, training, audit, installation; and any other service rendered by us to you;

“Subscription” means group Online Services or resources within your Tenancy that are billed together;

“Tenant” or “Tenancy” means a container for your Online Services, resources and Subscriptions. A Tenant has a globally unique Tenant ID that represents your Organisation;

“Third-party Service” means goods, products, Subscriptions and Online Services that are re-supplied from a Third-party supplier or a Vendor. These Third-Party Services are fully subject to license terms, EULA, warranty, service levels, availability, remedies, price variations and other terms and conditions of respective Third-parties. The Third-Party Services may include resale of any Third-Party software, product or Online Service including but not limiting to Microsoft Azure, Microsoft Office 365, Dynamics 365, Amazon Web Services, Infrastructure-as-a-Service, Software-as-a-Service, Platform-as-a-Service, Backup-as-a-Service, Disaster Recovery-as-a-Service, Internet Service Provider services, or telecommunication services such as data and voice connections;

“Term” or “Contractual Term” means contractual period of a Service, or a Third-party Service advised in a sales quote or elsewhere is valid. Term in relation to MS365 Subscriptions means non-cancellable period that MS365 Subscription is valid;

“UPM Cloud” means Services provided for UPM Software operated in the UPM Hosting managed by us. UPM Cloud is subject to additional Terms and Conditions and license terms;

“Vendor means Microsoft, Trend Micro, Veeam, Rhipe or any other licensor or a distributor of a product or a provider of any Third-Party Services;

“End User License Agreement” or “EULA” means any licence which the Vendor of a product, a Service or a Third-party Service requires the Customer to enter into in order to use a product, a Service or a Third-party Service;

A reference in these Terms to: (i) the singular includes the plural and vice versa; (ii) the word "including" means "including, but not limited to," and the word "includes" means "includes, without limitation,"; (iii) A reference to a gender includes all genders; and (iv) a reference to a person (including a party) includes an individual, company, other body corporate, partnership, firm, joint venture, or a trust;

If anything in this document is inconsistent with something specifically agreed with you,  then the particular arrangement agreed with you in writing applies instead of the inconsistent part of this document to the extent of the inconsistency only.

2) PRICING, ORDERS AND PRICING ERRORS

a)  Prices may be affected by foreign exchange rate variations. Gratex may adjust the prices at any time if any applicable currency pairings fluctuate by more than 5% to the then current currency exchange rate.

b)  All orders for products, Services or Third-party Services placed by you are subject to acceptance by Gratex, and no order will be deemed to have been accepted by Gratex unless  the order is confirmed in writing by an authorised representative of Gratex to you.

c) The Customer who orders any Microsoft Online Service must accept terms of the MCA prior to placing the first order. The MCA terms apply to any following order to renew or update the Subscription or update of the Subscription seat count. The MCA is available at this link: https://www.microsoft.com/licensing/docs/customeragreement. By using any Microsoft Online Service you acknowledge, that you accept the MCA.

d) For Self-provisioned Services you agree to use a Portal or Command-line Provisioning Tool responsibly and acknowledge that by amending existing products, or Third-party Services or Subscriptions or by provisioning new products, Third-party Services  or Subscriptions; (i) you placed a binding order with Gratex, (ii) you agree with Vendor prices, (iii) and you are liable for the payment.

e) Pricing for Azure and M365 Subscriptions:  (i) For Azure resources, the price is calculated using USD to local currency exchange rates determined monthly at the beginning of the month. Microsoft will use Reuters to determine the exchange rate used to determine the invoice. (ii) For M365 Subscriptions, pricing is fixed for the Contractual Term. Prices for any subscription renewals may change and will be at the then current price list.

f)  Once an order is placed, it cannot be withdrawn without our consent. Placing an order means that you are responsible for payment in full for that order.

g) Adjusting license quantity during the Term. (i) You can increase the quantity of licences at any time during the Contractual Term. You will be charged pro-rata for the increased quantity and will continue to be charged until the end of the Contractual Term. (ii) If you decrease the quantity of licences during your Contractual Term, you will still be charged for the original quantity of licences ordered at the commencement of the Contractual Term. You will not receive any refund. (iii) You may decrease the quantity of licences at the end of the Contractual Term and before the first 7 days of the renewed Contractual Term.

 h)  Gratex is not liable for pricing errors. (i) If you place an order for a Product or a Service that was incorrectly priced, we will cancel your order and credit you for any charges. If we inadvertently ship an order based on a pricing error, we will issue a revised invoice to you for the correct price and contact you to obtain your authorisation for the additional charge or assist you with return of a Product or a Service. If the pricing error results in an overcharge to you, Gratex will credit your account for the amount overcharged. (ii) In relation to a M365 Subscription, if the pricing error results in an overcharge to you, Gratex will credit your account for the amount overcharged. If the pricing error results in an undercharge, Gratex will issue an invoice for the amount undercharged and you are liable for the payment. Return or cancellation of a M365 Subscription because of a pricing error is not accepted.

 i)  Orders may be placed by email and may be confirmed by email, and Gratex's determination of whether an order has been placed or confirmed by email shall be conclusive.

 j)  Gratex shall be under no obligation to accept the return of any product, Service or Third-party Service supplied, but if it does so in its absolute discretion, the Customer shall pay a restocking fee of 15% of the price.

 3) PAYMENT AND BILLING

 a)  The price for a product, a Service or a Third-party Service is Gratex's quoted price, subject to change by us at any time prior to acceptance of your order. The price for Online Services is (i) Gratex’s quoted price, (ii) or in case of Self-provisioned Services, the price is as per a Vendor pricing calculator including Azure Pricing Calculator or as published elsewhere.

b)  Gratex also reserves the right to vary quoted price, after acceptance of an order, should the exchange rate between Australian and US dollars vary by plus or minus A$0.02, and the Customer agrees to pay the varied price.

c)  Billing for Online Services may be one or a combination of the following: (i) Commitment offering - you commit in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront or on a periodic basis in advance of use. With respect to Microsoft Azure Services, additional or other usage (for example, usage beyond your commitment quantity) may be treated as a Consumption Offering. Committed quantities not used during the Term will expire at the end of the Term. (ii) Consumption offering or pay-as-you-go billing - you pay based on actual usage in the preceding month with no upfront commitment. Payment is monthly in arrears. (iii) Limited Offering - you may receive a limited quantity of Online Services for a limited term without charge (for example, as a trial Subscription or free account).

d) M365 Subscriptions Billing.

Fees for the M365 Subscriptions with monthly billing frequency will be billed in 12 monthly instalments. The instalment usage period is from the 1st day of the month to the last day of the month (e.g. 1 March 2022 – 31 March 2022). You will be billed in arrears on the 1st of every month for all user licenses provisioned from the 1st day to the last day of previous month.

Fees for the M365 Subscriptions with annual billing frequency will be billed in 1 instalment for the 12- or 36-month term, prior to the provisioning of the subscription. The instalment usage period is from the provisioning request date to the last day of the term (e.g. 10th March 2022 to 9th March 2023).

Fees for the Subscriptions with annual billing frequency will be billed immediately after the subscriptions are provisioned. You will be billed in advanced for all user licenses provisioned for the next 12 months. All licenses added during the subscription term to the annual billing subscriptions will be prorated until the end of the subscription term.

Monthly billing. (i) For Subscriptions with a 1-month Contractual Term with monthly billing, product quantities subscribed to may vary within the Term but may not be less than one (1). (ii) You may not suspend or cancel a subscription before the end of the Contractual Term. (iii) You may change the subscription billing from monthly billing to annual billing by starting a new annual billing subscription and suspending the existing monthly billing subscription at any other time. (iv) For 1-month Subscription/s auto-renewal will be enabled to allow the subscription to renew at the end of the monthly period.

Annual in advance billing.  (i) For Subscriptions with annual in advance billing, product quantities subscribed to can only be increased but not decreased within the Term of the subscription. (ii) You may not suspend or cancel a subscription before the end of the Contractual Term. (iii) You may not change the subscription billing from annual billing to monthly billing before the end of the Contractual Term. (iv) For subscriptions with annual in advance billing, subscriptions auto- renewal will be disabled. 90 days before expiration date, you will be directed to renew the subscription which will trigger a in advance invoice prior to the renewal date, payment of the invoice is required to the renewal to take effect. If payment is not paid or renewal not selected, at the end of the annual period the subscription will move into a ‘Disabled’ status.

e) Azure Subscriptions Billing. For Microsoft Azure subscriptions, you will be billed on the 1st day of every month for actual usage incurred from the 1st to the last day of the previous month.

f)  Prices are exclusive of GST unless otherwise indicated, and the Customer must pay the GST to Gratex when paying the balance of the price.

g) Payment is required within 14 days of invoice to the Customer, unless agreed otherwise in writing by an authorised representative of Gratex. If the Customer fails to make payment in accordance with this clause after demand for payment by Gratex, all amounts owing by the Customer to Gratex on any account will immediately become due and payable. Gratex shall be entitled to cancel or suspend supply of any further products, Services or Third-party Services to Customer and Customer shall indemnify and hold Gratex harmless from any claims of whatever nature including but not limited to any claims for loss, compensation or damage that may be made by Customer arising from or relating to such cancellation or suspension of the supply of products and services by Gratex. Gratex shall be entitled to immediately commence legal proceedings for the recovery of the unpaid amount of the invoice.

h)  The Customer will be liable to pay interest on any overdue amount at the annual rate of 2% above the prevailing base lending rate quoted by the Commonwealth Bank of Australia. Interest will accrue daily from the date payment became overdue until Gratex has received payment of the overdue amount, together with any interest accrued.

i)  Unless stated otherwise in these Terms or elsewhere in writing, all prices quoted for products, Services or Third-party Services are exclusive of installation, configuration, and all taxes, handling and delivery. Installation, configuration and freight charges and taxes must be paid by the Customer in addition to the price of a product, a Service or a Third-party Service.

j)  Payments via any agreed funds transfer mechanism are only received when Gratex's financial service provider has provided written confirmation of receipt to Gratex.

4) VENDOR AGREEMENT, LICENSES AND USE RIGHTS “VENDOR TERMS”

a)  The Customer acknowledges that Third-party Services supplied by Gratex are fully subject to the Vendor Terms associated with that software or those services including  license terms, EULA, warranty, service levels, availability, remedies, price variations and other terms and conditions of respective third parties. The Customer agrees that it shall at all times comply with such relevant terms and conditions. Third-party Terms and Conditions are provided by a respective Third-party and available online or the Customer may request those terms from Gratex in writing.

b) Details about Microsoft software and license terms can be found at https://www.microsoft.com/en-us/licensing/product-licensing/products.

c)  The Customer further agrees that it shall only use a product, a Service or a Third-party Service ordered from Gratex in accordance with and subject to the terms and conditions of the licence which is granted to use that product or receive the service or the Third-party Service.

d)  The Customer acknowledges terms of any relevant End User Licence Agreement that may apply to a product, a Service or a Third-party service.

e)  The Customer acknowledges that all title and intellectual property in products, Services or Third-party Services are owned by Gratex or a Vendor. The Customer acknowledges that the supply of products, Services or Third-party Services by Gratex to the Customer does not transfer any ownership of a product or a service or any intellectual property to the Customer. Licence terms and conditions may be packaged with the software, may be separately provided to the Customer for execution, may require on-screen acceptance by the Customer, or may be available for inspection by the Customer at a Vendor website. 

f)  The Customer shall indemnify and hold Gratex harmless against all claims of whatever nature and howsoever arising, made by any Vendor arising from any breach of Vendor’s terms and conditions or arising from any improper, unlawful or unauthorised use or dealing by the Customer with the Third-party Services.

g)  Unless agreed elsewhere otherwise and subject to clause 15.c) and to the maximum extent permitted by Law, the Customer hereby acknowledges that Gratex has not made any warranties or representations of any nature to the Customer in relation to the nature or quality of products, Services or Third-party Services or as to their fitness or suitability for use for any purpose whatsoever.

5) DELIVERY

Delivery times advised to the Customer are estimates only and Gratex will not be liable for any loss, damage or delay suffered or incurred by the Customer arising from delays or non- delivery of a product, a Service or a Third-party Service.

 6) PART DELIVERIES

Gratex may make part deliveries of any order, and each part delivery will constitute a separate supply of products upon these Terms.

 7) TERM, RENEWAL, TERMINATION AND SUSPENSION

a)  Term. Gratex will provide the Third-party Services for a minimum Term of (1) one-month unless advised otherwise elsewhere.

M365 products are non-cancellable, available in the following contractual Terms: (i) 1 month Contractual Term – you will be billed on monthly basis. (ii) 12-months Contractual Term – you will be billed on annual basis in advance unless approved by Gratex in writing otherwise. (iii) 36-month Contractual Term - you will be billed for the entire 36-month Contractual Term in advance unless approved by Gratex in writing otherwise.

The commencement date of the Contractual Term of M365 subscriptions is the date of ordering a Subscription from us.

UPM Cloud Services are available for a minimum Term of 12 months. Additional licensing terms and other terms and conditions apply.

b)  Renewal. All Contractual Terms will automatically renew at the end of the Contractual Term. After the minimum term, for: (i) Consumption Offering, your Subscription will renew automatically for an additional one-month term until you terminate the Subscription, (ii) for Committed Offering, you may choose to have a Subscription automatically renew or terminate upon expiration of the Term. Automatic renewal is pre-selected. You can change your selection at any time during the Term, (iii) for Services this agreement renew automatically for additional one-month term until you terminate.

c) Termination. You may not cancel a Subscription before the end of the Contractual Term. You may terminate a Service with 30 days written notice. You may terminate a Third-Party Service with a written notice at any time during its Term; however, you must pay all amounts due and owing before the termination is effective. (i) One-Month Subscription. A Subscription having a one-month Term may be terminated after the minimum Term anytime without any cancellation fee. (ii) Subscriptions of more than one-month. If you terminate a Subscription, having more than one-month Term, anytime during the term, you must pay for the remainder of the Term, and no refunds will be provided.

Termination of M365 Subscriptions.  Cancellation of any M365 Contractual Term is not permitted after 7 days of commencing the Contractual Term per subscription. You will still be liable for the full cost of the Contractual Term unless cancelled within the first 7 days. Any refund for cancellations within the permitted window of 7 days from commencement of the Contractual Term will be prorated.

d) Suspension. You may not suspend a Subscription before the end of the Contractual Term. We may suspend your use of Services or Third-party Services if: (i) it is reasonably needed to prevent unauthorized access to your data; (ii) you fail to respond to a claim of alleged infringement within 5 working days; (iii) you do not pay amounts due under this agreement; (iv) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement. If one or more of these conditions occurs, then a suspension will apply to the minimum necessary part of the Online Services and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 10 days' notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate your Subscription and delete your Customer Data without any retention period. We may also terminate your Subscription if your use of the Online Service is suspended more than twice in any 12-month period.

We may suspend providing a Service for non-payment with 10 days’ notice.

8) INSPECTION AND ACCEPTANCE

The Customer must:

a)  in the case of goods ordered, inspect such goods upon delivery to the Customer's premises and confirm that goods are supplied as per your order; and,

b)  in the case of products and Services that are software products developed by Gratex for the Customer, follow the acceptance procedures agreed in the relevant Software Development Agreement or any other agreement.

9) TITLE AND RISK

a)  Goods and products including software boxed products or licenses ordered by you from Gratex will be at your risk immediately (i) upon delivery of a product to you, your agent or other nominated party; or (ii) upon collection by a transport carrier or agent.

b)  Risk in the goods and products will always remain with the Customer unless Gratex retakes possession of the Products in accordance with clause 9(d)(ii).

c)  Title in the goods and products supplied by Gratex to you will not pass to you and will remain the absolute property of Gratex until such time when Gratex was paid all monies due and owing to it by you in relation to any account. Title to those goods and products  which are software remains with Gratex and/or the applicable third party licensor(s) at all times.

d)  If the Customer has breached these Terms and conditions, or the terms of any relevant Sales Contract, the Customer authorises Gratex, at any time, to enter onto any premises upon which Gratex 's supplied goods are stored to enable Gratex to: (i) inspect the goods; and/or (ii) reclaim the goods.

e)  The Customer acknowledges that in the case of a software product, any refusal or failure to pay may result in cancellation of the licence to use the software product.

f)  The Customer is responsible for any equipment at your premises (including any that belongs to us). You must pay us for any loss or damage to our equipment at your premises.

g)  You must provide safe access to your premises, whether owned by you or leased, for Gratex to perform Services for you.

 

10) FORCE MAJEURE

If the performance of Gratex's obligations under these Terms or any relevant Sales Contract is prevented, restricted or affected by force majeure including strike, disturbance, riots, war, lock out, raw material shortage, breakdown of plant, transport or equipment, any third party provider outages, cut of cable, or any other cause beyond the reasonable control of us such as Denial of Service (DoS) or any other attack, we will give notice of such cause to you and after 60 days from the receipt by you of such notice, either party may terminate a relevant Sales Contract without penalty.

 11) DEFAULT OF CUSTOMER

a)  Without prejudice to any of Gratex 's other rights under these Terms, if the Customer fails to make any payment due to Gratex under these Terms, Gratex may, in its sole discretion, and without further liability to the Customer: (i) refuse to make further supplies to the Customer under the relevant Sales Contract; and/or (ii) terminate the Sales Contract without notice.

b)  In the event of termination of a Sales Contract in accordance with terms of this agreement you must cease using products or services and immediately pay all outstanding amounts owing to Gratex. Gratex may exercise against you any rights whatsoever available to it in law or equity, including suing for damages for breach of contract, or under the indemnity in clause 15, or under any other clause in these terms and conditions.

12) OUR OBLIGATIONS

a)  Gratex makes reasonable commercial efforts to provide a product or a Service as described in the Sales Contract or elsewhere.

b)  A product, a Service or a Third-Party Service is provided on an as is basis and your use of a product or a service is at your own risk. We do not make, and hereby disclaim any and all other express and/or implied warranties, including but not limited to, fitness for a particular purpose, non-infringement and title.

c)  Gratex does not warrant that a Service or a Third-Party Service will be uninterrupted, error-free or completely secure.

13) ACCESS TO ASSETS OR DATA AT SUBSCRIPRION EXPIRY

You may only access your data for the following periods under a M365 subscription for: (i) 1-month Contractual Term: access to M365 assets is lost immediately at the date of cancellation. (ii) 12-month or 36-month Contractual Term: access to M365 assets is only available for up to thirty (30) days from date of expiry of the Contractual Term.

It is your responsibility to ensure that you take all the necessary steps to extract all your data  prior to expiry or cancellation of your Subscription.

14)  LIMITATION OF WARRANTIES

a)  Gratex will notify the Customer of any applicable manufacturers' warranty in relation to goods. To the extent permitted by law, Gratex's entire responsibility with respect to warranties for goods is to pass on to the Customer the benefit of any such warranties. Software Products are not warranted under these Terms. Software Products are warranted only in accordance with the relevant licence agreements that govern their use.

b)  To the extent permitted by law, the manufacturers' warranties referred to in clause 13(a) are in substitution for all other terms, conditions and warranties, whether implied by statute or otherwise (including implied warranties with respect to merchantability and fitness for purpose) and all such terms, conditions and warranties are expressly excluded.

c)  Certain legislation may imply warranties or conditions or impose obligations upon Gratex which cannot be excluded, restricted or modified or cannot be excluded, restricted or modified except to a limited extent. These Terms must be read subject to those statutory provisions. If those statutory provisions apply, to the extent to which Gratex is able to do so, its liability will be limited, at its option, to: (i) in the case of products: the replacement of the products or resupply of equivalent products; repair of the products; payment of the cost of  replacing the products or acquiring equivalent products; or the payment of the cost of having the products repaired; and (ii) in the case of services: the supply of the services again; or the payment of the cost of having the services supplied again
 

15)  INDEMNITY

You will indemnify us (including related entities and representatives) against all losses, actions, claims, costs, expenses and damages (including legal costs on a solicitor and client basis) incurred by or awarded against us arising out or in respect of:

i)  use of products, Services and Third-Party Services by you;

ii) a negligent act or omission or wilful misuse of  products, Services and Third-Party Services by you;

iii) use of products, Services or other equipment by you otherwise than in accordance with the Sales Contract, any relevant terms or guides or any practices or procedures;

iv) any unauthorised use of products or Services by you or your respective customers, employees, officers or agents;

v) any fraudulent or negligent act or omission by you in respect of the Sales Contract;

vi) any content or data transmitted using products or Services by you or your respective customers, employees, officers or agents;

vii) any breach of the Sales Contract and any written Agreement with us.
 

16)  LIMITATION OF LIABILITY

a)  Gratex's total aggregate liability under this Agreement shall be limited to the maximum extent permitted by applicable Law, to direct damages up to the amount the Customer has paid Gratex for Products and/or Services in the immediately preceding three (3) months.

b)  If the Customer entering these Terms of Trade is incorporated in Australia, the Customer and Gratex acknowledges that certain warranties cannot be excluded under the ACL.

c)  Subject to clause 15)b) and to the maximum extent permitted by applicable law, Gratex and related entities and representatives shall not be liable to the Customer for any indirect damages (including without limitation, consequential, special, punitive, or incidental damages, damages for loss of profits or revenue, loss of privacy, business interruption, or loss data or other of business information), arising out of the supply of products and/or Services.

d)  Subject to clause 15)b) and to the maximum extent permitted by applicable Law, including the ACL (where applicable), the limitations on and exclusion of liability for damages in this Agreement shall apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict or product liability (and statute to the maximum extent permitted by Law), breach of express or implied warranty.
 

17) PRIVACY

Gratex will handle your personal information in accordance with relevant laws. Please ask for the hard copy our Privacy Policy on 1800 111 110 or visit our Web site www.gratex.com.au.

 18) INTELLECTUAL PROPERTY

a)  The Customer acknowledges that: (i) all trademarks, copyright and other intellectual property rights ("Intellectual Property") embodied in or in connection with products and any related documentation, parts or software are the sole property of Gratex or its suppliers, partners or Vendors; and (ii)  all Intellectual Property of Gratex or our suppliers, partners and Vendors may only be used by the Customer with the express written consent of Gratex or its suppliers, partners, and Vendors during the continuance of any relevant Sales Contract, and such consent extends only to use essential for the purposes stated in it. Any licensing of Intellectual Property rights in any software products supplied to the Customer will immediately cease upon expiry or termination of the relevant licence agreement that governs their use.

b)  The Customer must not, during or after the expiry or termination of any relevant Sales Contract, without a prior written consent of Gratex or its suppliers, register or use any trademarks, trade name, domain name, trading style or commercial designation or design used by Gratex or by its suppliers in connection with products and Services.

c)  The Customer will indemnify Gratex against all liabilities, claims, damages, costs and expenses which Gratex may suffer or incur as a result of infringement of any Intellectual Property of any party by the Customer.
 

19) GENERAL

a)  These Terms and Conditions are subject to variation by notice in writing to the Customer.

b)  Neither Party shall, during the term of the Sales Contract or any extension of it, or for a period of twelve (12) months after the termination of the Sales Contract, solicit or attempt to solicit any employee of the other party to leave his or her employment with that other Party unless agreed in writing.

c)  These Terms are governed by the laws of the State of New South Wales and the courts of the state of New South Wales shall have exclusive jurisdiction to hear any disputes arising from or relating to the Sales Contract.

d)  You may ask any time for a hard copy of these Terms and Conditions by calling Gratex on 1800 111 110 or by visiting our Web site www.gratex.com.au.

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Gratex International Australia

Heritage Business Park
Unit 1, Level 1, 5-9 Ricketty St
Mascot, NSW 2020
Postal address:
P.O.BOX 7086
Alexandria, NSW 2015
Tel: 1800 111 110 / 02 8335 1100
Fax: (02) 02 8335 1190