Great Minds United - Terms and Conditions

1. Introduction

Great Minds United (ABN 45 343 059 840) (“GMU”) agrees to supply goods (“Products”) and/or services (“Services”) to the client (“Client”) on these standard terms and conditions (“Terms”).

2. Acknowledgement and Acceptance

Please read the Terms of Use carefully. By completing the registration process, accessing, using or participating in the Services you accept and agree to comply with and be bound by these Terms of Use.

3. Scope

Unless otherwise agreed by GMU in writing prior to agreement by the Client to these Terms and Conditions the Client agrees that the provisions of these Products and/or Terms and Conditions shall constitute all of the provisions relating to the Services to be provided to the Client by GMU. No other terms and conditions shall be accepted.

4. Purchase Orders

Purchase orders for Products or Services will constitute an offer by the Client and may only be accepted by GMU in writing.  Any amendments to purchase orders for Products or Services must be approved by GMU in writing to be effective.  Only these Terms (not other terms and conditions which may be attached to or incorporated in a purchase order) form part of the agreement between the parties. Acceptance of a purchase order will not be acceptance of any such terms or conditions.

5. Payment

Standard payment terms are strictly 14 days from the date of invoice to clients with approved and mutually agreed credit terms. Products are invoiced on order, payment balance is due on delivery unless otherwise negotiated in writing. Services will be invoiced on completion or via milestone payments as negotiated for project works. Other terms are to be approved in writing by GMU.

6. Confidentiality.

GMU and the Client agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other.  In this clause, “confidential information” means information in any form but does not include information that is already in the public domain at the time that it is disclosed or becomes part of the public domain otherwise than as a result of an unauthorised disclosure by GMU or the Client.

7. Intellectual Property.

The Client acknowledges that, unless otherwise agreed in writing, all intellectual property rights attaching to the Products or arising out of the provision of Services are and will remain the property of GMU. 

All Training Material is owned by GMU. All intellectual property rights in all Training Material available, including the design, graphics and text of all printed materials and the audio of all webinars and podcasts, are owned by GMU. When you are given access to the Training Material, you are granted a non-exclusive, non-transferable, revocable licence to use the Training Material. No Training Material may be copied, reproduced, uploaded, posted, displayed or linked to in any way, in whole or in part, without GMU’s prior permission. Any such use is strictly prohibited and will constitute an infringement of GMU’s intellectual property rights.

8. Termination.

Where the Client:

(a) makes default in any payment or breaches any of these Terms;

(b) becomes unable to pay its debts as and when they fall due; or

(c) commits an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver manager or administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up,

GMU may without prejudice to any of its rights or remedies under these Terms or otherwise by notice to the Client:

(a) suspend further supply of all goods and services offered by GMU and or its subsidiaries and require payment in advance for future supply;

(b) recover possession of any Product for which payment has not been made;

(c) terminate all or any purchase orders for Products or Services which have been accepted by GMU;

(d) claim immediate payment of all moneys due by the Client in respect of all Products and/or Services which will then be immediately due and payable not withstanding the due date or dates for payment or any terms agreed by GMU; and/or

(e) Continue to enforce its rights and recover from the Client such payments and any other amounts owing as and when they fall due.

Agreement Termination:

(a) Where the client wishes to terminate a term based agreement, 90 days notice is required for any Managed Services/Hosted Services/PBX Services/Support Agreements or 60 days for any Internet service. Upon receiving a termination notice, GMU will invoice the balance of the agreement and will claim immediate payment of all moneys due by the client which will then be immediately due and payable by the Client. For clarity all agreements entered into with GMU are minimum term agreements and as such any termination requires payment of the balance of the term including any associated products/services which have been amortised over the term.

9. No Implied Terms 

To the fullest extent permitted by law, the parties agree to exclude any terms which would otherwise be implied into these Terms by any statute.  The liability of GMU for a breach of a condition or warranty implied into these Terms by the Trade Practices Act, 1974 is limited at the option of GMU:

(a) if the breach relates to goods, to the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and

(b) if the breach relates to services, the supplying of the services again or the payment of the cost of having the services supplied again.

10. Limitation of Liability

10.1 GMU will not be liable to the Client for any indirect or consequential damages including loss of profits, revenue, data or use arising out of or in relation to the supply of Products and/or Services, even if GMU knew or should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort (including negligence) or statute.

10.2 Except in relation to liability for personal injury (including sickness and death), or damage to tangible property, GMU’s liability to the Client in respect of any loss or damage (including consequential or indirect loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the supply of Products and/or Services pursuant to these Terms or in respect of a failure or omission on the part of GMU to comply with its obligations under these Terms, shall be, in aggregate, limited to an amount equal to the amount paid by the Client to GMU under these Terms.

11. Variation.

Any variation to these Terms must be in writing.   Variations to any of the Services agreed to be supplied will be charged by GMU at its then current rates for those additional services, unless otherwise agreed in writing

12. General.

12.1 All notices must be in writing and sent by mail or hand delivery to the address of the receiving party and shall be deemed delivered, in the case of:

(a) hand delivery, on delivery; and

(b) posting, three days after dispatch.

12.2 No leniency, indulgence or extension of time granted by GMU to the Client will prejudice any of GMU’s rights in any way or constitute a waiver of any of GMU’s rights.

12.3 If any of these Terms are for any reason declared to be or become unenforceable, invalid or illegal, the remaining Terms will remain in full force and effect.

12.4 All Agreements entered into are minimum term agreements requiring full payment of the total contract amount.

12.5 These Terms are governed by the laws of Queensland and the parties agree to submit to the non-exclusive jurisdiction of the courts of Queensland.

13. Taxes and GST.

13.1 The amount payable to GMU is inclusive of existing taxes, duties and government charges imposed or levied in Australia in connection with the supply of the Products and Services. The Client shall be liable for any new or varied taxes, duties or charges imposed subsequent to GMU’s quotation or proposal or to this agreement in respect of the supply of the Products and Services. Unless specified otherwise, prices quoted do not include such taxes (including GST), duties, etc.