These terms and conditions of business, as amended from time to time and made available at ezontech.com.au/termsandconditions apply to any supply of goods and/or services by Ezon Technology Pty Ltd ABN 24 672 026 989 trading as Ezon Technology (Ezon Technology), to you (Client).
The application of these Terms and Conditions will commence on the date on which the Client first request provision of goods and/or services from Ezon Technology, and shall continue until terminated in accordance with these Terms and Conditions.
Orders and Payment
Ezon Technology shall provide the specified goods and/or services to the Client.
Where a written quotation or statement of work (Quotation) has been given by Ezon Technology, the selling price is the price specified in the Quotation. In any other case, Ezon Technology’s selling price is the price specified in the price list as at the date of dispatch. Ezon Technology may at any time change its price list to reflect, among other things, changes in exchange rates or the imposition of any duties, levies or other taxes and the Client is bound by those changes. Ezon Technology may charge a reasonable handling fee for all orders delivered to the Client.
The price for any variations to the work set out in Quotation must be agreed in writing. If agreement cannot be reached, the price for the variation shall be calculated on the same basis as that set out in the Quotation.
Once an order has been accepted by Ezon Technology, it cannot be cancelled by the Client. The supply of goods and/or services is subject to availability. Ezon Technology reserves the right to suspend or discontinue the supply of goods and/or services to the Client. If Ezon Technology is unable to supply all of the Client’s order, these Terms and Conditions continue to apply to any part of the order supplied.
Payment shall be made by the Client to Ezon Technology before the delivery of goods and/or the performance of the services.
Ezon Technology’s standard payment terms are 7 days from full delivery of goods and/or full performance of the services to the Client, unless otherwise agreed in writing.
If any part of an invoice is in dispute, the balance will remain payable and must be paid when due. The Client has no right to set-off any claim against Ezon Technology from moneys owing to Ezon Technology.
Default
If the Client does not make payment by the due date, commits a material breach of these Terms and Conditions or an insolvency event in respect of the Client arises or is reasonably suspected by Ezon Technology, Ezon Technology may (without limiting any other right or claim it may have against the Client) do any or all of the following:
Return of goods to Ezon Technology
To the extent permitted by law, no claim for return of goods will be recognised by Ezon Technology unless received by Ezon Technology within 5 days of Client receipt of goods and unless expressly allowed otherwise by Ezon Technology. Goods procured to Client instructions or specifications are non-returnable and opened goods are non-returnable.
Expenses
The Client shall reimburse to Ezon Technology all expenses incurred by Ezon Technology in providing goods and/or services including, but not limited to travel expenses, accommodation expenses, parts and other consumables. Ezon Technology shall first obtain the written consent of the Client to incur the cost.
Taxes
Unless stated otherwise, if a Taxable Supply is made under these Terms and Conditions the party which made the supply (the ‘Supplying Party’) may in addition to the amount payable under these Terms and Conditions recover from the other party (the ‘Receiving Party’) an additional amount on account of GST, calculated by multiplying the amount payable by the GST Rate.
Where a Taxable Supply is made under these Terms and Conditions the Supplying Party shall issue to the Receiving Party a Tax Invoice or an Adjustment Note, as applicable, in accordance with the GST Law.
In these Terms and Conditions, “GST”, “GST Law”, “GST Rate”, “Taxable Supply”, “Tax Invoice” and “Adjustment Note” have the meanings given in section 195-1 of A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Right of Entry
The Client agrees to provide Ezon Technology and its personnel access to the Client’s premises and such information and equipment as is reasonably necessary to enable Ezon Technology to provide the goods and/or perform the services.
Confidentiality and Intellectual Property
The Client and its employees and agents shall not disclose or permit to be disclosed to any third party any confidential information of Ezon Technology, except as permitted by Ezon Technology in writing or as required by law.
The intellectual property rights in all intellectual property owned by Ezon Technology at the commencement of the application of these Terms and Conditions remains the property of Ezon Technology. The intellectual property rights in all intellectual property developed by Ezon Technology, in providing the goods and/or performing the services to the Client shall become and remain the property of Ezon Technology unless expressly agreed otherwise in writing. All intellectual property rights in data, information, materials utilised by Ezon Technology in providing the goods and/or services, including, without limitation, all software, tools, know-how, methodologies, equipment or processes, shall remain Ezon Technology’s sole and exclusive property.
The Client shall not, without the written approval of Ezon Technology, disclose to any third party (other than their legal advisers, or otherwise as required by law) these Terms and Conditions.
Indemnity
The Client indemnifies Ezon Technology against all expenses (including without limitation legal expenses) damages, losses and costs incurred or suffered by Ezon Technology arising directly or indirectly as a result of any injury or death to any person, any breach of any provision of these Terms and Conditions, or negligent act or omission, or wilful misconduct of the Client.
Limitation of Liability
To the fullest extent permitted by law, Ezon Technology excludes all warranties, guarantees and conditions, whether arising in contract, negligence or otherwise arising out of or in connection with the supply of goods and/or services. To the extent that any warranty, guarantee or condition cannot be excluded, Ezon Technology limits its liabilities for a breach of an express or implied term, condition, guarantee or warranty to one of the following at the option of Ezon Technology:
Consequential Loss
To the extent permitted by law, Ezon Technology excludes all liability for any indirect or consequential expenses, losses, damages or costs incurred by or awarded against the Client arising in any way out of or in relation to the supply of goods and/or services (even if due to the negligence of Ezon Technology).
Termination
Ezon Technology may by written notice to the Client, terminate these Terms and Conditions immediately if the Client:
On termination of these Terms and Conditions the Client agrees to make payment to Ezon Technology for all services performed and goods provided up to the date of termination.
Restraint
During the application of these Terms and Conditions and for a period of six (6) months following termination of these Terms and Conditions the Client will not attempt to induce or solicit any employee, contractor or agent to leave the employment of Ezon Technology.
Retention of Title and Personal Property
All goods provided to the Client from Ezon Technology remain the property of Ezon Technology, notwithstanding delivery to the Client, until payment in full for those goods is received by Ezon Technology.
All risk in goods provided to the Client shall pass to the Client on delivery.
The Client acknowledges and agrees that by assenting to these Terms and Conditions, the Client grants a security interest (by virtue of this clause) to Ezon Technology in all goods supplied by Ezon Technology to the Client (if any) and all other goods that will be supplied in the future by Ezon Technology to the Client (or to its account) during the continuance of the relationship between Ezon Technology and the Client.
The Client will do such acts and provide such information (which information the Client warrants to be complete, accurate and up to date in all respects) as in the opinion of Ezon Technology (acting in its absolute discretion) may be necessary or desirable to enable Ezon Technology to perfect under the Personal Property Securities Act (PPSA) the security interest created.
The Client waives any right to receive a copy of a verification statement under the PPSA and agrees, to the extent permitted by law, that as between Ezon Technology and the Client contract out of section 115 of the PPSA, except section 115(g) in relation Ezon Technology’s right to seize collateral, and the Client agrees to waive its rights referred to in sections 115(1).
The Client must pay the costs, charges and expenses of and incidental to the need for, or desirability of registration of, a financing statement or financing change statement or any action taken by Ezon Technology to comply with the PPSA or to protect its position under the PPSA. The Client must pay any costs incurred by Ezon Technology, including legal costs on a solicitor-own client basis, arising from any disputes or negotiations with third parties claiming an interest in any goods supplied by Ezon Technology.
Force Majeure
A party will not be liable for any failure or delay in the performance of its obligations under these Terms and Conditions if that failure or delay is due to force majeure, however, this clause does not apply to any Client obligation to pay money for goods provisioned or services performed by Ezon Technology prior to such force majeure event.
Event of Inconsistency
Unless expressly stated otherwise in Ezon Technology supplied documentation or as provided below (if any) should there be any inconsistency between the provisions of these Terms and Conditions and the provisions of the Ezon Technology supplied documentation, these Terms and Conditions shall prevail to the extent of that inconsistency.
Notwithstanding the above:
Assignment
The Client will not, without the prior written consent of Ezon Technology, assign or attempt to assign its rights or obligations under these Terms and Conditions.
Governing Law
These Terms and Conditions shall be interpreted in accordance with the laws of the State or Territory in the Commonwealth of Australia in which the goods and/or services are provided by Ezon Technology, and the parties agree to submit to the exclusive jurisdiction of the courts of that State or Territory in the Commonwealth of Australia.
Waiver
The failure of Ezon Technology at any time to insist on performance by the Client of any obligation under these Terms and Conditions is not a waiver of Ezon Technology’s right to insist on the providing of, or to claim damages for breach of, that obligation unless Ezon Technology acknowledges in writing that the failure is a waiver; and any delay in exercising Ezon Technology’s right is not a waiver of that right or any other right including the right to insist on performance of that or any other obligation at any other time.
Severability
Any provision of these Terms and Conditions which is illegal, void or unenforceable will be ineffective to the extent only of such illegality, voidness or unenforceability without invalidating the remaining provisions of these Terms and Conditions.We are an innovative IT company that specializes in AI and machine learning technologies. Our team of experts has years of experience in developing cutting-edge solutions for businesses of all sizes. We offer a range of services, including natural language processing, predictive analytics, and computer vision. At EZON Technology, we are passionate about pushing the boundaries of technology and helping our clients stay ahead of the curve.
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