NET EFFECTS PTY LTD

Unit 20/34 Dominions Road
Ashmore, Queensland 4214
ABN: 49 317 649 521

Telephone:  (07) 5585 1000
Fax:  (07) 5597 3289



NetEffects Privacy Policy & Terms Of Use:

A. The parties, the Website, access and legal documentation:
1. This website ("Website") is owned and operated by NetEffects Pty Ltd (ABN 49 317 649 521) ("NetEffects").
2. Access to the secure areas of this Website is restricted to: a) persons who are authorized customers of NetEffects ("Customer"), and b) Internet access providers who provide their subscribers with access to the World Wide Web ("IAP"). Access by any other person to the secure areas of this Website is strictly prohibited.
3. Access to this Website by each Customer or IAP is expressly conditional upon its acceptance of, and compliance with, the terms, conditions, notices and disclaimers contained or referred to in this document ("Terms of Use").
4. The Customer's use of, and/or access to, this Website also confirms its agreement to the terms of each of the following: Customer Terms, (including the Year 2000 Compliance Statement), the Returns Policy and Procedure.
5. NetEffects reserves the right to amend the Terms of Use at any time. Since you are bound by these Terms of Use, you should refer to them periodically of your own accord but also pay particular attention to any notice by NetEffects that they have been amended.

B. General Commercial Terms:
1. This Website is provided for the purposes of allowing the Customer to do the following with an industry standard web browser (referred to collectively as the "Authorized Purposes"): a) access as presented on this Website information about NetEffects, the terms of the relationship between the Customer and NetEffects, and the goods and/or services presented on this Website, and b) communicate to NetEffects the Customer's desire to purchase goods and/or services presented on this Website. The Customer must use this Website solely for the Authorized Purposes.
2. Upon account opening, NetEffects will provide the Customer with a Unique Username and Password which the Customer may use to gain access to the secure areas of this Website.
3. The Customer must not disclose the Unique Username or the Password to any third party. The Customer may disclose the Unique Username and Password internally to any employee to whom it wishes to authorize to access the secure areas of this Website and/or place orders on behalf of the Customer. The Customer must inform NetEffects immediately if the Unique Username or any Password is disclosed in any manner contrary to the Terms of Use. The Customer will be responsible for all activity (including purchases) by any person who accesses this Website using the Customer's Unique Username and Password.
4. Notwithstanding anything in the Terms of Use or any other agreement between the Customer and NetEffects, all orders made on this Website are subject to acceptance by NetEffects, and no order will be deemed to be accepted by NetEffects until such acceptance has been confirmed to the Customer.
5. If the Customer wishes to retain a hard copy of any order it places on this Website, the Customer may print the relevant order confirmation as provided for on this Website using any industry standard web browser. The presentation of an order confirmation on this website indicates only that the relevant order has been received by NetEffects.
6. The decision by NetEffects whether or not to accept or fulfil any order will be based inter alia upon the Customer's account and credit status at the relevant time. Orders accepted by NetEffects will be confirmed by e-mail to the Customer. NetEffects reserves the right to delay or cancel any order at any time (including at the time of fulfillment) based on the Customer's account or credit status.
7. If the Customer wishes to cancel any order, it must do so by telephoning its NetEffects customer sales representative or account manager. Orders may normally be cancelled within 30 minutes of placement, but no order will be cancelled after it has left NetEffects premises for shipping regardless of when this occurs.
8. NetEffects’ Customer Returns Procedure will apply to all items which the Customer wishes to return.
9. The Customer expressly authorizes NetEffects to communicate with it via e-mail regarding any order the Customer places on this Website, the Customer's account and/or credit status and other confidential information including the Password which the Customer must enter to access this Website. NetEffects will send such e-mails to the e-mail address specified by the Customer at the time of account opening or as otherwise advised by the Customer to NetEffects either expressly in writing signed by an authorized representative of the Customer or on Registration Document which the Customer submits to NetEffects as part of its application to gain access to this Website.

C. Intellectual property, confidentiality, software licences and restrictions on use of Content:
1. All information, text, material, graphics, software and advertisements on this Website ("Content") are Copyright ? 2005 NetEffects, its suppliers and/or licensors unless expressly indicated otherwise by NetEffects. The Content is protected by Australian and international copyright and trademark laws. Content on the Network is published in real-time, and no one may modify, copy, reproduce, republish, frame, upload to a third party, post, transmit or distribute this Content in any way except as expressly provided for on this Website or expressly authorized in writing by Ingram Micro.
2. Strictly on the condition that the person accessing this Website keeps all Content intact and in the same form as presented on this Website (including without limitation all copyright, trademark and other proprietary notices and all advertisements), such person may:
a. as a Customer, using an industry standard web browser, download and view the Content for the Authorized Purposes only, or
b. if the relevant person accessing this Website is an IAP, supply the Content to the IAP's subscriber.
The running of scripts or spiders against this Website is strictly forbidden. No one is authorised to use this Website in any manner or for any purpose which is unlawful or in any manner which violates any right of NetEffects or an affiliate or which is prohibited by the Terms of Use.
3. The Customer acknowledges and agrees that all Customer account and pricing information, the Unique Username and Password constitute the confidential information of NetEffects, and the Customer must not disclose this information to any third party without the prior express written authorisation of NetEffects. The Customer must inform NetEffects immediately if it discloses any confidential information in any manner contrary to the terms of this Agreement.

D. Product Information, advertising and links to third party websites:
1. This Website contains information on goods and services which the Customer may purchase including inter alia product descriptions and specifications. With the exception of information relating to NetEffects pricing and stock availability, all product information has been provided by the relevant original equipment manufacturer and/or vendor and not NetEffects, and NetEffects has included it on this Website as a convenience only. The Customer should confirm all product descriptions and specifications with the relevant original equipment manufacturer or vendor before purchase.
2. This Website contains hyperlinks and pointers to other websites operated by third parties. These linked websites are not controlled by NetEffects, and NetEffects is not responsible for the contents of any linked website or any hyperlink contained in a linked website. The hyperlinks are provided as a convenience only, and the inclusion of any hyperlink on this Website does not imply any endorsement of the linked website by NetEffects, its affiliates or their directors or employees. The Customer links to any such website entirely at its own risk.
3. This Website also contains third party advertisements (including banner ads, partial and full page advertisements) which may contain embedded hyperlinks or which include referral buttons to websites operated by third parties or their licensees or contractors. All third party advertising (including referral buttons and embedded hyperlinks) is paid for by the relevant third party advertisers and must not be construed as either recommendations or endorsements by NetEffects, its affiliates or their directors or employees. The Customer is referred to the relevant advertiser for all information regarding the advertiser and its products and/or services.
4. In some instances, the advertisement may contain representations or offers by the third party advertiser which the Customer may accept by linking to the advertiser's website and executing the relevant transaction. Such offers are made by the third party advertisers and not NetEffects, and the third party advertisers are solely responsible to the Customer for the delivery of any goods or services the Customer purchases on the third party websites.

E. Disclaimer and limitation of liability:
1. The Trade Practices Act and similar State and Territory Legislation in Australia may confer rights and remedies on the Customer in relation to the provision by NetEffects of this Website (including the various functions contained on this Website) which cannot be excluded, restricted or modified ("Non-excludable Rights"). NetEffects does not exclude any Non-excludable Rights but does exclude all other conditions and warranties implied by custom, law or statute.
2. Except as provided for by the Non-excludable Rights: a) this Website (including all Content and functions) is provided "as is" and without warranties of any kind, either express or implied, b) NetEffects and its suppliers expressly disclaim all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose, c) NetEffects does not warrant that any functions on this Website (including inter alia the Customer's access to this Website) will be uninterrupted or error-free, that any defects will be corrected or that this Website or the server which stores and transmits Content to the Customer or any other person accessing this Website are free of viruses or any other harmful components, d) NetEffects does not warrant or make any representations regarding any the Customer's access to, or the results of the Customer's access to, this Website (including any related or linked websites) or any Content in terms of correctness, accuracy, timeliness, completeness, reliability or otherwise.
3. Under no circumstances (including but not limited to any act or omission on the part of NetEffects) will NetEffects or its affiliates be liable for any indirect, incidental, special or consequential damages or loss of profits whatsoever which result from any use or access of, or any inability to use or access, this Website or any Content.
4. To the fullest extent permitted by law, NetEffects’s liability for breach of any implied warranty or condition which cannot be excluded is limited at the option of NetEffects to the following:
? in the case of services supplied or offered by NetEffects, (a) the supply of the services again, or (b) the payment of the cost of having services supplied again; and
? in the case of goods supplied or offered by NetEffects, (c) the replacement of the goods or the supply of equivalent goods, (d) the repair of such goods, (e) the payment of the cost of replacing the goods or acquiring equivalent goods, or (f) the payment of the cost of having the goods repaired.

F. Termination:
The Terms of Use are effective until terminated by NetEffects, and NetEffects may terminate this agreement and the Customer's access to the Network at any time without notice. In the event of termination, the Customer is no longer authorised to access this Website, but all restrictions imposed on the Customer and all NetEffects disclaimers and limitations of liability set out in the Terms of Use will survive.

G. Other:
1. The Terms of Use embody the entire agreement between the Customer and NetEffects in respect of the Customer's access to, and use of, this Website and supersede all prior and contemporaneous agreements, arrangements and understandings between the parties with respect to its subject matter. This agreement will be governed by and construed in accordance with the laws of Queensland, Australia. The Customer irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Queensland.
2. If any provision of this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of the agreement which will continue in full force and effect.
3. All rights not expressly granted herein are reserved.

H. Trademarks of NetEffects and its affiliates:
1. The following trademarks which appear on this Website are owned by NetEffects and its affiliates.
2. All other trade marks on this Website, registered or otherwise, are trade marks of their respective owners. All RA requests must be submitted in writing to the NetEffects RA team by either email or fax.

Fax: 07 5597 3289 Email: Sales@Neteffects.com.au

To request an "RA request form" please contact Sales@Neteffects.com.au or phone us on (07) 5585-1000

NetEffects returns are divided into two categories: No Fault Returns & Faulty Returns, please click on the following links to find out the return procedures for these two categories:

No Fault Returns Procedure
Faulty Returns Procedure
Customers must return product(s) to NetEffects with the NetEffects RA number clearly written on a removable label on the outside of the shipping carton(s). This number must not be directly written on the carton.

Returns should be sent to:

NetEffects Returns Department
20/34 Dominions Road, Ashmore, Queensland 4214

The receiving dock operates between 8:00am and 5:00pm EST Monday to Friday (excluding public holidays)

All products must be returned in complete set with original packaging and must be received by NetEffects distribution centre within 14 days after RA number is issued.
NetEffects recommends that product returned by post should be sent by registered or certified mail. NetEffects accepts no responsibility for loss or damage occurring in transit.

Customer must obtain a valid RA number(s) authorised by NetEffects RA team for all returned product(s). If the RA number cannot be identified, or if the Product does not match the RA details provided by the Customer in terms of either quantity, NetEffects product code or product serial number, NetEffects may reject the returned product at the NetEffects RA dock and return it to the Customer at the Customer's expense.
For all returned product(s), customer must maintain a copy of the proof of delivery or consignment information to confirm delivery in case of future queries.

NetEffects Privacy Policy:

This Privacy Policy applies to the services offered at www.neteffects.com.au Web site operated by NetEffects Pty Ltd (ABN 49 317 649 521). Please read this Privacy Policy carefully before using the NetEffects Web site. Usage of the Web site is conditional upon you agreeing to be bound by this Privacy Policy.

1. Your personal information is important to us:
NetEffects recognises the importance of your privacy, and that you have a right to control how your personal information is collected and used. This Privacy Policy is intended to comply with the Privacy Act 1988.

2. Collecting information about you:
NetEffects will not collect any personal information about you without your consent. We only collect personal information that you tell us about yourself and information about how you use our Web site: eg - by registering, when we ask for information such as your email address, name, address, company, account number and phone number. If you contact us, we may keep a record of that contact. NetEffects also uses cookies to make your use of our Web site and services as convenient as possible. If you do not wish to receive any cookies you may set your browser to refuse cookies. This may mean you will not be able to use NetEffects’s online services.

3. Using and disclosing your personal information:
NetEffects will not use or disclose any information, unless requested by the operator of your company account, as required by law or if we believe it necessary to provide you with a service you have requested. We may also do so to implement our terms of service, protect the rights, property or personal safety of another user, any member of the public or NetEffects, or if our assets and operations are transferred to another party as a going concern. We may also send you information and product updates which you have requested. Therefore we may sometimes share your personal information with a service partner, subject to confidentiality provisions, but will not otherwise disclose it to other companies without your consent.

4. When we communicate with you:
We may contact you at the email or other address which you provide to us in order to provide you with updated information about our Web site, contact you in relation to your account or an order which you have placed or provide you with other information about our products and services. If you do not wish to receive this, you may remove your name from our list by visiting our Web site and following the instructions, or e-mail us at privacy@neteffects.com.au. Please allow 28 days for this to be processed.

5. The information we keep about you:
If at any time you want to know exactly what personal information we hold about you, you can access your record by contacting us at privacy@neteffects.com.au. If your personal information is inaccurate or out of date, you can e-mail us at privacy@neteffects.com.au and we will amend it. If you wish to have your personal information deleted, we will take all reasonable and legal steps to delete it.

6. Storage and security of your personal information:
NetEffects will endeavour to take all reasonable steps to keep secure any information which we hold about you, and to keep this information accurate and up to date. NetEffects will not be held responsible for events arising from unauthorised access to your personal information. NetEffects may use overseas facilities to process or back up its information and as a result, may transfer your personal information to our overseas facilities for storage. Please notify us immediately if there is any unauthorised use of your account by any other Internet user or any other breach of security. For the purposes of viewing our Web site you will have a user name and password. You are responsible for the security and confidentiality of your password and log-in information.

7. NetEffects and links to other Web sites:
NetEffects provides links to external Web sites. These linked sites are not under the control of NetEffects, and we are not responsible for the conduct of companies linked to our Web site.

8. Future changes:
Our commitment to being a leading provider of online information technology products and services means that our business will continue to evolve as we introduce new services and features to our Web site. Because of this, NetEffects reserves the right to review its Privacy Policy at any time and notify you by posting an updated version of the policy on our Web site. The amended Privacy Policy will apply between us whether or not we have given you specific notice of any change.

NetEffects Customer Terms - effective 1 Sept 2009

NetEffects Pty Ltd
ABN 49 317 649 521
Customer Terms ("Terms")

These Terms and any document(s) referred to in them constitute the entire agreement about NE's supply of the Products and services to Customer and supersedes all prior understandings, arrangements and agreements.
Words with special meanings are defined in clause 1. A reference in these Terms to:
a. the singular includes the plural and vice versa;
b. the word "including" means "including, but not limited to," and the word "includes" means "includes, without limitation,";
c. A reference to a gender includes all genders; and
d. a reference to a person (including a party) includes an individual, company, other body corporate, partnership, firm, joint venture, or a trust.

The current version of these Terms may be viewed at NE's website at www.neteffects.com.au/policy.html

1) Definitions:
In these terms:

"Customer" means the person, business or company that is the purchaser of the Products;

"Products" means any products (including software) or services (where applicable) supplied to Customer by NE and described in NE's invoice;

"Sales Contract" means any sales contract or distribution agreement entered into by Customer and NE in respect of the Products and services supplied to Customer in which these Terms are deemed to be incorporated; and

"NE" means NetEffects Pty Limited (ABN 49 317 649 521).

2) Orders:
a. All orders for Products placed by Customer:
i. must be made in accordance with NE's order policy as amended by NE from time to time, the current version of which is set out on www.neteffects.com.au ("Order Policy"); and
ii. are subject to acceptance by NE, and no order will be deemed to have been accepted by NE unless Products are supplied or a back-order or delivery delay is confirmed in writing by an authorised representative of NE to Customer.
b. NE may reject any order placed by Customer if there is an insufficient supply of Products which prevents NE from being able to fulfill such order.
c. NE will not be bound by any terms attaching to Customer's order and, unless those terms are expressly agreed to in writing by an authorised representative of NE, Customer agrees that those terms are hereby excluded.

3) Payment:
a. The price of the Products will be NE's quoted price.
b. Payment is required prior to delivery of the Products to Customer unless agreed otherwise in writing by an authorised officer of NE. If Customer fails to make payment in accordance with this clause 3(b) after demand for payment by NE, all amounts owing by Customer to NE on any account will immediately become due and payable together with legal costs of enforcement.
c. NE may, in its sole discretion:
i. suspend the provision of credit to Customer until all amounts owing are paid for in full; and
ii. from time to time and at any time, vary or cancel any credit facility it makes available to Customer.
d. 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 Westpac Banking Corporation. Interest will accrue daily from the date payment became overdue until NE has received payment of the overdue amount, together with any interest accrued.
e. Unless stated otherwise in these Terms (or in writing by NE's authorised representative), all prices quoted for Products are exclusive of all taxes, handling, delivery, agents' charges and any other charge, duty or impost.
f. Customer must pay NE, on demand, any tax (other than income tax) payable under these Terms, any matter or thing done under these Terms or any payment, receipt or other transaction contemplated by these Terms, including any goods and services or value-added tax, customs duty, sales tax, excise duty, stamp duty, other duty, governmental charge, fee, levy or impost, together with any fine, penalty or interest payable because of a default by Customer.
g. Customer must pay to NE any amount Customer must pay under clause 3(f) in full, despite any right of set-off that Customer may have.
h. Customer shall pay the full amount due to NE under this clause and shall not deduct from that amount any tax in relation to purchase of the Products. Customer shall reimburse NE for any taxes NE pays on its behalf.
4) Delivery
Delivery times advised to Customer are estimates only and NE will not be liable for any loss, damage or delay suffered or incurred by Customer or its customers arising from late or non-delivery of the Products.
5) Part deliveries
NE may make part deliveries of any order, and each part delivery will constitute a separate supply of the Products upon these Terms.
6) Software
a. To the extent that a Product supplied under these Terms is a software Product then, in addition to these Terms, that Product will be supplied subject to the terms and conditions of the relevant licence agreement applicable to it.
b. Software licence agreements may be packaged with the software, may be separately provided to Customer for execution or may require on-screen acceptance by Customer. Customer agrees to use the software Product in accordance with the terms and conditions of the relevant licence agreement.
c. Where the term "supply" is used in these Terms to refer to a software Product, such term means the sale and purchase of the licence to use that software Product.
7) Inspection and acceptance
Customer must
a. in the case of all Products ordered (other than software Products), inspect such Products upon delivery to Customer's premises; or,
b. in the case of software Products, test or inspect such software Products upon those Products being authorised by NE for downloading by Customer, and must, within 7 days of delivery or downloading (as the case may be), give written notice to NE of any matter or thing by which Customer alleges that the Products do not accord with Customer's order. Failing such notice and to the extent permitted by law, the Products will be deemed to have been accepted by Customer.
8) Title and risk
a. Products supplied by NE to Customer will be at Customer's risk immediately upon:
i. delivery of the Products to the Customer, Customer's agent or into the Customer's custody or control; or
ii. collection of the Products by the Customer's nominated carrier or agent.
b. Customer must:
i. effect and maintain with a reputable insurance company insurance for the Products, at its cost, against all risks as it thinks appropriate;
ii. note the interest of NE on the insurance policy; and
iii. produce a certificate of currency of the insurance effected by Customer under this clause 8(b) to NE, upon request.
c. Risk in the Products will remain with Customer at all times unless NE retakes possession of the Products in accordance with clause 8(f)(ii).
d. Title in the Products supplied by NE to Customer will not pass to Customer and will remain the absolute property of NE until such time as NE has been paid by Customer all monies due and owing to it by the Customer in relation to any account. Title to those Products which are software remains with NE and/or the applicable third party licensor(s) at all times.
e. Until the Products have been paid for:
i. Customer must properly segregate and store the Products in such manner as to clearly indicate that they are the property of NE; and
ii. Customer may sell the Products and shall keep records of the Products in the ordinary course of its business as fiduciary agent for NE and Customer agrees to deposit all proceeds of any such sale (including any proceeds received from any insurance claims) in a separate bank account and agrees not to mix the proceeds with any other monies and hold the monies on trust for NE and shall immediately account for such proceeds to NE.
f. If Customer has breached these Terms or the terms of any relevant Sales Contract, Customer authorises NE, at any time, to enter onto any premises upon which NE's Products are stored to enable NE to:
i. inspect the Products; and/or
ii. reclaim the Products.
g. If Customer sells, disposes of or otherwise deals with Products or any part thereof before full payment has been received by NE, Customer must advise NE in writing, at such times as NE may request, specifying full details of the Products sold, disposed of, utilised or otherwise dealt with.
h. Customer acknowledges that in the case of software Products, any refusal or failure to pay may result in cancellation of the licence to use the software Product.
i. Customer agrees that the provisions of this clause 8 apply despite any arrangement under which NE grants credit to Customer.
9) Returns
a. Customer must notify NE in writing of any Products it wishes to return within 30 days from the date of the invoice relating to those Products.
b. Returns will be subject to NE's returns policy as advised to Customer and amended by NE from time to time, the current version of which is set out on www.neteffects.com.au("Returns Policy").
c. Each claim for the return of Products by Customer will be dealt with in accordance with the Returns Policy. Any substitute Products to be shipped to Customer in accordance with the Returns Policy will be sent by NE to Customer by ordinary freight pre-paid.
d. NE will not be liable for any damage or defects in the Products that have been caused by the improper storage, warehousing or transport, or by any neglect, abuse or improper use, installation, maintenance or unauthorised repair of NE Products.
e. The provisions of this clause 9 do not extend to any Products which have been added to, varied, or otherwise modified by, any person other than NE.
10) Force majeure
If the performance of NE's obligations under these Terms or any relevant Sales Contract is prevented, restricted or affected by force majeure including strike, lock out, raw material shortage, breakdown of plant, transport or equipment or any other cause beyond the reasonable control of NE, NE will give notice of such cause to Customer and after 60 days from the receipt by Customer of such notice, either party may terminate the relevant Sales Contract without penalty.
11) Customer's cancellation
a. Unless otherwise agreed in writing by an authorised officer of NE, Customer may not cancel an order which has been accepted by NE.
b. If Customer's right of cancellation is agreed to by an authorised officer of NE in writing, the right must be exercised by notice in writing from Customer to NE not later than 7 days before the estimated date of shipment by the manufacturer or NE (as the case may be).
c. Unless otherwise agreed between Customer and NE, upon cancellation prior to shipment, any deposit paid by Customer will be forfeited to NE.
12) Default of Customer
a. Without prejudice to any of NE's other rights under these Terms, if Customer fails to make any payment due to NE under these Terms, NE may, in its sole discretion, and without further liability to Customer:
i. refuse to make further supplies to Customer under the relevant Sales Contract; and/or
ii. terminate the Sales Contract without notice.
b. The Customer agrees that these Terms shall give rise to an interest in land thereby enabling NE to lodge a caveat against the title to any land owned partly or wholly by the Customer, in order to protect and secure the interests of NE under these Terms and under any Sales Contract.
c. In the event that NE lodges a caveat against any land owned partly or wholly by the Customer, the Customer hereby irrevocably agrees to endorse its consent upon any relevant forms or documents to enable the lodgement and timely registration of any such caveat by NE.
13) Warranty
a. Products are covered by manufacturers' warranty. To the extent permitted by law, NE's entire responsibility with respect to warranties for the Products is to pass on to Customer the benefit of any such warranties. Subject to clause 13(c), software Products are not warranted by NE under these Terms. Such software Products are warranted in accordance with the relevant licence agreements governing 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 NE 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 NE 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 reasonable cost of having the services supplied again.
d. NE does not warrant that repair facilities or parts will be available in respect of any of the Products.
14) Liability
a. To the extent permitted by law, NE will not be liable to Customer or any other person under any circumstances for any loss of use, profit, revenue, interest, goodwill or data, or for any injury or death to any person, or for any indirect, incidental or consequential damages sustained or incurred by Customer, whether such liability arises directly or indirectly as a result of:
i. any negligent act or omission or willful misconduct of NE or its employees or agents;
ii. the supply, performance or use of any Products or services; or
iii. any breach by NE of its obligations under these Terms or any relevant Sales Contract.
15) Credit assessment
a. If any Products are supplied to Customer on credit, NE may need to disclose to a credit reporting agency certain information referred to in clause 15(c) about Customer when assessing Customer's application for credit and managing Customer's account with NE. Customer authorises NE to disclose such information to a credit reporting agency for these purposes.
b. Subject to NE's obligations under the Privacy Act 1988 (Cth) as amended and any other applicable laws, NE may provide the information referred to in clause 15(c) to a credit reporting agency to obtain a consumer credit report about Customer or to allow the credit reporting agency to create or maintain a credit information file about Customer. Customer agrees that NE may disclose a credit report about it to any credit provider, debt collecting agency or NE's insurers for the purposes of assessing Customer's creditworthiness or to collect any overdue payments (as the case may be).
c. NE may disclose the following information relating to Customer in accordance with clauses 16(a) and (b):
i. Customer's name and address;
ii. credit limits on Customer's accounts;
iii. the amount of any payments which are overdue for at least 60 days;
iv. where an overdue payment has been previously reported, advice that the payment is no longer overdue;
v. Any method of payment including, but not limited to, cheques, electronic funds transfer, Bpay, credit card payments which have been dishonoured;
vi. information that, in the opinion of NE, Customer has committed a serious credit infringement; and
vii. information that NE has ceased to supply the Products and services to Customer.
d. Customer agrees that NE may obtain information about Customer from any business which provides information about the commercial creditworthiness of persons for the purposes of assessing Customer's application to purchase the Products on credit and collecting any overdue amounts.
e. NE may refuse to supply the Products to Customer on credit on the basis of NE's credit assessment of Customer.
16) Privacy
a. Customer agrees to NE collecting, using and disclosing information about Customer of the kind referred to in clause 15(c) for various purposes, including to:
i. assess creditworthiness as outlined in clause 15;
ii. supply the Products and services to Customer and the management of Customer's account, including suppliers;
iii. communicate with Customer about the Products and services which NE or its partners or affiliates may provide to Customer;
iv. implement these Terms and any Sales Contract; and
v. comply with relevant laws.
b. NE, at the written request of Customer, will:
i. provide Customer with access to any personal information relating to Customer held by NE; and
ii. correct or amend any personal information relating to Customer held by NE which is inaccurate or out of date.
c. IM will handle Customer's personal information in accordance with relevant laws.
17) Intellectual Property
a. Customer acknowledges that:
i. all trademarks, copyright and other intellectual property rights ("Intellectual Property") embodied in or in connection with the Products and any related documentation, parts or software are the sole property of NE or its suppliers; and
ii. all Intellectual Property of NE or its suppliers may only be used by Customer with the express written consent of NE or its suppliers, during the continuance of any relevant Sales Contract, and such consent extends only to use essential for the purposes stated in it.
b. Customer must not register or use any trade marks, trade name, domain name, trading style or commercial designation or design used by NE or its suppliers in connection with the Products.
c. Customer will indemnify NE against all liabilities, damages, costs and expenses which NE may suffer or incur as a result of any work performed by NE in accordance with Customer's specifications or as a result of the combination or use of the Products with other equipment, parts or software not supplied by NE, and which results in the infringement of any Intellectual Property of any person.
18) Confidentiality
a. Customer acknowledges that NE has disclosed and may from time to time disclose to Customer certain confidential information and documentation of NE relating to the Products, their marketing, use, maintenance and software, including technical specifications ("Confidential Information").
b. Subject to clause 18(e), Customer must:
i. only use the Confidential Information solely for the purposes contemplated under any relevant Sales Contract; and
ii. not, during the continuation of such Sales Contract or thereafter, disclose (whether directly or indirectly) to any third party the Confidential Information, other than is required to carry out such purposes.
c. If disclosure of Confidential Information to third parties is necessary, Customer will obtain from such third parties binding agreements to maintain in confidence the Confidential Information disclosed at least to the same extent as Customer is bound to protect NE's Confidential Information under this clause 18.
d. Upon the expiry or termination of any relevant Sales Contract, Customer must cease to use and must return or destroy (as NE may instruct) NE's Confidential Information in its possession or control.
e. The provisions of this clause 18 do not extend to any information which is:
i. at the time of disclosure, rightfully known to or in the possession or control of Customer and which is not subject to an obligation or confidentiality;
ii. public knowledge (otherwise than as a result of a breach of this clause 18 or any other obligation of confidentiality);
iii. approved in writing by an authorised officer of NE to be disclosed; or
iv. required to be disclosed by a government authority or by relevant laws provided that notice of any such required disclosure is first given to NE.
19) General
a. NE may amend these Terms at any time, by giving Customer notice by mail, e-mail or by posting a notice on NE's public website. By continuing to place orders for Products, Customer will be deemed to have accepted the revised Terms.
b. Any provision of these Terms which is invalid or unenforceable will be read down to the extent necessary, and the remaining provisions will continue unaffected.
c. Customer acknowledges that some Products may be controlled under export laws in force at the time of the Sales Contract. Customer shall not export, re-export, or distribute Products, in violation of any such export control laws or regulations.
d. Customer acknowledges that certain Products may be subject to license requirements or other restrictions specific to certain transactions. Where applicable, Customer agrees to be bound by any such terms and conditions and/or restrictions and shall indemnify Ingram for any liability suffered by it arising from Customer's breach.
e. Customer may not assign or attempt to assign any of its rights and obligations under these Terms.
f. These Terms are governed by the laws of the State of Queensland and the courts of the state of Queensland shall have exclusive jurisdiction to hear any disputes arising from or relating to this agreement.


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