1.1 The Goods (including any incidental supply of services) shall be as described on any invoices, quotation, work authorisation, or any other forms
which are provided by Slipstream (which shall mean Slipstream Creative Limited) to the Buyer.
2. Price And Payment
2.1 The Price shall be as indicated on invoices provided by Slipstream to the Buyer in respect of the Goods supplied.
2.2 Time for payment for the Goods shall be of the essence and will be stated on the invoice, quotation or any other order forms. If no time is stated
then payment shall be on delivery of the Goods.
2.3 The Price shall be increased by the amount of any GST and other taxes and duties, which may be applicable, except to the extent that such taxes
are expressly included in any quotation given by Slipstream.
3. Intellectual Property
3.1 The copyright for all material provided by Slipstream Creative, such as HTML code, graphics, photographs and text, but excluding software code,
will remain the property of Slipstream Creative until such time as Slipstream Creative receives full payment, whereupon they will become the
property of the client.
All software code provided as a part of the website will remain at all times the property of Slipstream Creative. The client will be granted a single
use, single site, source code license to the software code. The client may not sell or redistribute the software code. The client may not use the
software code in more than one installation without the approval of Slipstream Creative.
As determined on a case by case basis the client may be given access to the source code and may take the code to another developer for
purposes of maintaining or extending the system. This determination is solely at the discretion of Slipstream Creative and may not include the
software in it’s entirety.
The parties acknowledge that Slipstream Creative may accept jobs from other clients to develop web solutions with the same or similar
functionality to the web solution, and that Slipstream Creative may replicate and exploit all techniques, structures, designs and individual modules
of program code used in the creation of the web solution.
3.2 The Buyer warrants that all designs, specifications or instructions given to Slipstream will not cause Slipstream to infringe any patent, copyright,
registered design or trademark in the execution of the Buyer’s order and the Buyer agrees to indemnify Slipstream against any action taken by a
third party against Slipstream in respect of any such infringement.
3.3 The Buyer agrees that Slipstream may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs,
drawings or Goods which Slipstream has created for the Buyer.
4. Default & Consequences Of Default
4.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half
percent (2.5%) per calendar month (and at Slipstream’s sole discretion such interest shall compound monthly at such a rate) after as well as before
4.2 If the Buyer owes Slipstream any money the Buyer shall indemnify Slipstream from and against all costs and disbursements incurred by Slipstream
in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Slipstream’s collection
agency costs, and bank dishonour fees).
5.1 Slipstream and the Buyer agree that ownership of the Goods shall not pass until:
(a) the Buyer has paid Slipstream all amounts owing to Slipstream; and
(b) the Buyer has met all of its other obligations to Slipstream; and
(c) the Buyer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market
value. If the Buyer sells, disposes or parts with possession of the Goods then the Buyer must hold the proceeds of any such act on trust for
Slipstream and must pay or deliver the proceeds to Slipstream on demand.
6.1 The Buyer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify Slipstream of any alleged
defect, shortage in quantity, damage or failure to comply with the description or quote. The Buyer shall afford Slipstream an opportunity to inspect
the Goods within a reasonable time following delivery if the Buyer believes the Goods are defective in any way. If the Buyer shall fail to comply with
these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Slipstream has agreed in writing
that the Buyer is entitled to reject, Slipstream’s liability is limited to either (at Slipstream’s discretion) replacing the Goods or repairing the Goods.
7.1 In the event that the Buyer cancels the delivery of Goods the Buyer shall be liable for any and all loss incurred (whether direct or indirect) by
Slipstream as a direct result of the cancellation (including, but not limited to, any loss of profits).
8. Personal Property Securities Act 1999 (“PPSA”)
8.1 Upon assenting to these terms and conditions in writing the Buyer acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) a security interest is taken in all Goods previously supplied by Slipstream to the Buyer (if any) and all Goods that will be supplied in the future
by Slipstream to the Buyer.
8.2 The Buyer undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects)
which Slipstream may reasonably require to register a financing statement or financing change statement on the Personal Property Securities
(b) indemnify, and upon demand reimburse, Slipstream for all expenses incurred in registering a financing statement or financing change
statement on the Personal Property Securities Register or releasing any Goods charged thereby;
(c) not register a financing change statement or a change demand without the prior written consent of Slipstream; and
(d) immediately advise Slipstream of any material change in its business practices of selling the Goods which would result in a change in the
nature of proceeds derived from such sales.
8.3 Slipstream and the Buyer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
8.4 The Buyer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
8.5 Unless otherwise agreed to in writing by Slipstream, the Buyer waives its right to receive a verification statement in accordance with section 148 of
8.6 The Buyer shall unconditionally ratify any actions taken by Slipstream under clauses 8.1 to 8.5.
9. Privacy Act 1993
9.1 The Buyer authorises Slipstream to:
(a) collect, retain and use any information about the Buyer, for the purpose of assessing the Buyer’s creditworthiness or marketing products and
services to the Buyer; and
(b) disclose information about the Buyer, whether collected by Slipstream from the Buyer directly or obtained by Slipstream from any other
source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection
or notifying a default by the Buyer.
9.2 Where the Buyer is an individual the authorities under clause 9.1 are authorities or consents for the purposes of the Privacy Act 1993.
9.3 The Buyer shall have the right to request Slipstream for a copy of the information about the Buyer retained by Slipstream and the right
to request Slipstream to correct any incorrect information about the Buyer held by Slipstream.