Version Date: 4 December 2024
1. General
(a) In these terms and conditions (Terms), Kallipr means Kallipr Pty Ltd ACN 619 635 924 and Customer means the person(s) set out in the Quote agreeing to acquire the Solution.
(b) The following documents will form the agreement between the parties:
(i) these terms and conditions;
(ii) any annexures or schedules to these Terms; and
(iii) the binding Quote,
and any ambiguity or discrepancy between the documents will be resolved and interpreted according to the same order of preference as the documents are listed above, with the documents higher in the list having higher priority.
2. Ordering Process
2.1 Proposal
(a) Kallipr may issue a proposal to the Customer that sets out the proposed quantity, and estimated price to provide, the Products (Proposal).
(b) Unless otherwise stated in the Proposal, the Proposal will remain valid for 30 days from the date of issue.
2.2 Quotes
(a) If the Proposal is acceptable to the Customer (including with such amendments as agreed between the parties) or otherwise where reasonable to do so without a Proposal, Kallipr will issue a Quote to the Customer that sets out:
(i) the quantity and description of the Products;
(ii) the Price for the Products;
(iii) the Delivery Location; and
(iv) any other key commercial terms.
(b) The Customer will be deemed to accept the Quote, and the Quote will become binding on the parties, on the earlier of the Customer:
(i) confirming to Kallipr that it accepts the Quote;
(ii) issuing a Purchase Order to Kallipr;
(iii) making any payment in connection with the Quote; or
(iv) acting in a manner that Kallipr reasonably considers constitutes acceptance of the Quote.
(c) Unless otherwise stated on a Quote, the Quote will remain valid for 30 days from the date of issue.
2.3 Purchase Orders
(a) If the Quote becomes binding, the Customer must issue a Purchase Order to Kallipr in relation to the Quote as soon as reasonably practicable. Kallipr may reject any Purchase Order that is not consistent with the terms set out in the Quote and the Customer must re-submit the Purchase Order so that it is consistent with the terms set out in the Quote.
(b) The Customer acknowledges and agrees that Kallipr will not be required to perform any of its obligations under these Terms unless and until the Customer issues a Purchase Order in accordance with clause 2.3(a) (Effective Date).
(c) The parties agree that any other terms attached to or referenced in a Purchase Order have no effect and these Terms will be the sole terms of the supply of any Products set out in the Purchase Order.
3. Solution
3.1 General
In consideration of the Customer paying the Price, Kallipr agrees to supply the Solution to the Customer during the Term in accordance with these Terms.
3.2 Delivery
(a) Unless otherwise set out in a Quote, Kallipr shall use its reasonable endeavours to deliver the Solution to the Customer as follows:
(i) for Hardware, within 12 weeks of the Effective Date;
(ii) for Software and Connectivity Services, within a reasonable time of the Effective Date, having regarding to the delivery of any related Hardware.
(b) Delivery of:
(i) the Hardware is complete upon delivery of the Hardware to the Delivery Location; and
(ii) the Software and/or Connectivity Services is complete upon the Software and/or Connectivity Services being made available to the Customer.
(c) The Support Services will commence on delivery of the Hardware, Software and Connectivity Services to the Customer and will continue for the Term unless terminated earlier under these Terms.
4. Hardware
4.1 Passing of risk and title in Hardware
(a) Risk in the Hardware will pass to the Customer on the earlier of when the Hardware is:
(i) collected by the Customer from Kallipr; or
(ii) loaded onto a transport vehicle for dispatch by Kallipr to the Delivery Location.
(b) Title to the Hardware will not pass to the Customer until Kallipr receives 100% of the Price for the Hardware in full (in cash or cleared funds).
(c) Until title to the Hardware has passed to the Customer, the Customer must:
(i) not remove, deface or obscure any identifying mark or packaging on or relating to that Hardware;
(ii) maintain that Hardware in satisfactory condition; and
(iii) provide reasonable access to any site where the Hardware is stored to allow Kallipr to inspect and audit the Hardware on reasonable notice.
4.2 Packaging
Kallipr must ensure that the Hardware is properly packed and secured in a manner to enable them to reach the Delivery Location in good condition.
4.3 Quality
Kallipr must ensure that:
(a) the Hardware is supplied in accordance with all generally accepted industry standards and practices applicable to the Hardware; and
(b) the Hardware supplied under these Terms:
(i) is of merchantable quality;
(ii) is manufactured using new, or of a quality equivalent to new, components;
(iii) is free from material defects in design, materials and workmanship;
(iv) complies with the Specifications; and
(v) complies with all applicable laws and regulatory requirements.
4.4 Use of Hardware with Software
The Customer acknowledges and agrees that the Hardware:
(a) is not designed to be used without the Software; and
(b) must not be used with any other software, applications or other programs of any kind, unless agreed and approved by Kallipr in writing.
4.5 Hardware Recalls
(a) If any Hardware sold by Kallipr to the Customer is defective and Kallipr:
(i) determines that a recall campaign is necessary or is otherwise required to comply with a recall campaign; or
(ii) is subject to a Mandated Regulatory Recall, the Customer shall comply with Kallipr’s implementation of such recall campaign (Hardware Recall).
(b) Except as otherwise provided for in a Mandated Regulatory Recall, the Customer will be liable for the costs of shipping, decommissioning and reinstalling any defective Hardware.
(c) If a Hardware Recall is implemented, and subject to clause 4.5(d), Kallipr shall promptly either, at Kallipr’s election, repair or resupply the Hardware the subject of the Hardware Recall or refund the Price for all such returned Hardware.
(d) The Customer shall be liable for the costs and recall-related expenses of Kallipr to the extent the Hardware Recall is caused or contributed to by an act or omission of the Customer which would constitute a breach of these Terms by the Customer.
5. Software
(a) Subject to clause 3.2(a), Kallipr must make the Software available to the Customer within a reasonable time after the Customer has accepted the Quote.
(b) The Software supplied to the Customer under these Terms will be provided in accordance with the End User Licence Agreement.
(c) In consideration of the Customer paying any additional software support fees set out in the Quote (if any), Kallipr will provide the additional software support services set out in the Quote (if any).
6. Connectivity Services
(a) Subject to clause 3.2(a), Kallipr must make the Connectivity Services available to the Customer within a reasonable time after the Customer has Accepted a Quote.
(b) The Connectivity Services will be supplied to the Customer on the terms set out in Annexure A, Annexure B and Annexure C as applicable to the Connectivity Services being provided to the Customer.
7. Customer obligations
7.1 General
During the Term, the Customer must, at its own cost:
(a) carry out agreed preparations and take other steps reasonably requested by Kallipr to allow Kallipr to provide the Solution;
(b) act in good faith towards Kallipr and exercise reasonable care and skill in performing its rights and obligations under these Terms;
(c) not alter, remove or tamper with any part of the Solution or any markings or nameplates or indications of the source of origin contained on any product that forms part of the Solution or any packaging supplied by Kallipr;
(d) comply with:
(i) reasonable directions issued by Kallipr from time to time;
(ii) all applicable laws, regulations, rules, codes of conduct and orders of any government or Governmental Agency in connection with its use of the Solution; and
(iii) these Terms.
7.2 Restrictions on use of Solution
The Customer must not:
(a) create or attempt to create by reverse engineering, disassembly, decompilation or otherwise the Solution or any source code (if any), internal structure, ideas, algorithms or organisation of the Solution, or any part thereof from any object code or information that may be made available to it, or aid, abet or permit others to do so;
(b) copy, rent, lease, distribute (except as permitted by these Terms), pledge, assign or otherwise transfer or encumber rights to or in the Solution;
(c) develop, modify, translate or create any derivative works based on or in connection with the Solution;
(d) develop or build any other products, services or solutions containing any of the concepts and ideas in, in connection with or to the Solution, using any similar concepts and ideas or otherwise using any concepts or ideas contained in Confidential Information;
(e) develop methods to enable unauthorised parties to use the Solution; or
(f) do anything to exploit (including without limitation commercially exploit) the Solution in any way.
8. Acceptance and defective Solution
(a) The Customer must inspect all products that form part of the Solution on delivery and give Kallipr written notice within 2 Business Days if the Customer reasonably considers there is any defect or damage to such the products or their packaging, shortage in quantity or failure to comply with the Quote, or in the case of any latent defect, notice must be given within 2 Business Days of the latent defect becoming apparent. Failure to give notice within the time periods set out in the clause will constitute deemed acceptance.
(b) If any part of the Solution delivered to the Customer does not comply with the Quote, or are otherwise not in conformity with these Terms, then the Customer may give notice rejecting that part of the Solution, upon which Kallipr shall (at its election):
(i) replace the rejected part of the Solution at Kallipr’s risk and expense; or
(ii) repay the Price of the rejected part of the Solution in full.
(c) These Terms apply to any replacement part of the Solution supplied by Kallipr.
9. Price and payment
9.1 General
(a) The Customer will pay Kallipr the Price in respect of the supply of the Solution.
(b) The Price is exclusive of:
(i) GST and other similar taxes and surcharges and net of withholding or other similar taxes;
(ii) insurance to the Delivery Location; and
(iii) all delivery costs, unless stated otherwise in the Quote.
(c) The Price is inclusive of the costs of packaging any products that form part of the Solution (as applicable).
(d) Kallipr may revise the Price for any Software, Support Services and Connectivity Services forming part of the Solution at any time by giving at least 60 days’ notice in writing to the Customer prior to the amended Price taking effect.
(e) The Customer is responsible for:
(i) all applicable sales tax in the country in which the Customer is a resident; and
(ii) any customer, import or other duties charged in respect of the sale and importation of the Solution into the country in which the Customer is a resident or where the Solution is delivered.
9.2 Invoicing
(a) Kallipr will be entitled to invoice the Customer in accordance with the invoicing terms set out in the Quote, and if no invoicing terms are set out in the Quote, Kallipr will be entitled to invoice the Customer for the Price for the Solution on the Commencement Date.
(b) Any additional units or services used by the Customer in connection with the Solution will be charged at Kallipr’s then standard rates and will be subject to the terms of these Terms.
(c) The Customer must pay all invoices in accordance with the payment terms set out in the Quote, and if no payment terms are set out in the Quote, within 30 days of the date of an invoice issued by Kallipr, to Kallipr’s nominated bank account or as otherwise directed on the invoice.
9.3 Set off
Kallipr may, without limiting any rights or remedies it may have under these Terms, set off any amounts owed to it by the Customer under these Terms against any amount payable by Kallipr to the Customer.
9.4 Suspension
In the event an invoice remains unpaid by the due date, Kallipr may suspend any further supply of the Solution until such invoice has been paid.
10. Term and termination
10.1 Term
(a) Subject to clause 10.1(b), these Terms will commence on the Commencement Date and continue for the initial term set out in the Quote, or if the initial term is not set out in the Quote, 5 years after the Commencement Date (Initial Term) and any Renewal Term, unless terminated under earlier under this clause 10 (Term).
(b) After the Initial Term, the Term will automatically extend (on the terms and conditions then existing) for the renewal term set out in the Quote, or if the renewal term is not set out in the Quote, successive periods of 12 months (Renewal Term), unless a party has notified the other party in writing that the party does not intend to extend the Term at least 90 days prior to the end of the current Term.
(c) Kallipr may give the Customer a written notice setting out the Price for the Solution which will apply during each Renewal Term not later than 120 days prior to the end of the then current Term. If Kallipr fails to provide such notice under this clause 10.1(c), then the Price for the Solution during the Renewal Term will be the Price for the Solution applicable in the year immediately preceding the relevant Renewal Term without having regard to any discounts provided to the Customer for that year.
10.2 Termination by the Customer
The Customer may terminate these Terms and the related Quote immediately without notice, in whole only, if Kallipr:
(a) is in material breach of these Terms or the relevant Quote and has failed to remedy such breach within 10 Business Days of being advised in writing of such breach by Kallipr; or
(b) suffers an Insolvency Event.
10.3 Termination by Kallipr
Kallipr may terminate these Terms and the related Quote immediately without notice, in whole only, if the Customer:
(a) fails to pay any amount due to Kallipr by the date such amount being due;
(b) is in material breach of these Terms or the relevant Quote and has failed to remedy such breach within 10 Business Days of being advised in writing of such breach by Kallipr; or
(c) suffers an Insolvency Event.
10.4 Obligations on termination or expiry
On termination or expiry of these Terms or the Quote:
(a) the Customer must pay Kallipr the Price for the Solution supplied up to the time of the termination for which the Customer has not paid for;
(b) the Customer must immediately pay all outstanding invoices to Kallipr;
(c) the Customer acknowledges and agrees:
(i) Kallipr will not be required to provide the Customer with a refund for any part of the Price for the Solution paid by the Customer prior to the effective date of termination or expiry notwithstanding that this may relate to the period after the effective date of termination or expiry; and
(ii) Kallipr’s retention of such Price for the Solution is a genuine pre-estimate of the loss that Kallipr may suffer if it terminates under these Terms;
(d) to the extent title to the Hardware has not passed under clause 4.1(b), the Customer must return all Hardware to Kallipr in accordance with Kallipr’s directions;
(e) Kallipr will cease to have any obligation to provide the Solution or any part thereof to the Customer;
(f) subject to the Customer paying Kallipr at its then current rates, Kallipr will provide the Customer with disengagement services for the Solution as agreed between the parties;
(g) without limiting the generality of the foregoing, Kallipr:
(i) may immediately cease the Customer’s access to and use of the Software and Connectivity Services; and
(ii) will have no further obligation to the Customer in respect of any Support Services, unless the parties otherwise agree in writing on the terms of any continued support (which may include the payment of additional support fees by the Customer);
(h) each party must return, destroy or permanently erase (as directed in writing by the other party) any Confidential Information of the other party, except where any Confidential Information is archived or otherwise backed-up in the ordinary course of its business and the obligations in clause 12 will continue to apply to that Confidential Information until such time as it is returned or destroyed; and
(i) each party must cease using the other party’s Confidential Information and Intellectual Property Rights.
10.5 Survival
Clauses 4.4, 4.5, 7.2, 9.3, 10.4, 11 to 13, 15 and 16, and any other provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry, survive the expiration or earlier termination of these Terms.
11. Intellectual Property Rights
11.1 General
(a) The Customer acknowledges that all Kallipr IP remains the exclusive property of Kallipr or, where applicable, the third party licensor from whom Kallipr derives the right to use such Kallipr IP.
(b) The parties agree that any Intellectual Property Rights arising from or in connection with the Solution (excluding any Kallipr IP) (Created IP) will be property of Kallipr. The Customer must do all things that Kallipr reasonably requires to perfect Kallipr’s right, title and interest in and to the Created IP.
(c) The Customer must use reasonable endeavours to prevent any infringement of Kallipr’s Intellectual Property Rights in connection with the Solution and shall promptly report to Kallipr any such infringement that comes to its attention.
(d) Nothing in these Terms is intended to affect any Third Party IP.
11.2 Customer Data
The Customer grants Kallipr a non-exclusive, royalty-free right to access and use the Customer Data:
(a) in connection with the performance of these Terms;
(b) for internal purposes; and
(c) for storage purposes, on an anonymised and de-identified basis for the purpose of improving the Solution or expanding Kallipr’s products and services.
12. Confidentiality
12.1 Obligations of confidence
Each party agrees to, and shall ensure each of its personnel:
(a) hold in strict confidence all Confidential Information of the other party;
(b) use the Confidential Information solely to perform or to exercise its rights under these Terms;
(c) not transfer, display, convey or otherwise disclose or make available all or any part of such Confidential Information to any third party; and
(d) take all reasonable steps, including keeping such information in a safe place and implementing adequate security measures, to ensure that all Confidential Information is secure from unauthorised use, disclosure or copying by third parties.
12.2 Exclusions
The obligations in clause 12.1 do not apply:
(a) to the extent necessary to enable disclosure required by law;
(b) to any disclosure agreed in writing between the parties;
(c) where the Confidential Information has entered the public domain other than as a result of a breach of these Terms or other obligation of confidence; or
(d) that is already known by, or rightfully received, or independently developed, by the recipient of that Confidential Information free of any obligation of confidence.
12.3 Injunctive relief
Each party acknowledges that:
(a) the other party may suffer financial and other loss and damage if any unauthorised act occurs in relation to the other party’s Confidential Information or Intellectual Property Rights, and that monetary damages would be an insufficient remedy; and
(b) in addition to any other remedy available at law or in equity, the other party is entitled to injunctive relief to prevent a breach of, and to compel specific performance of clauses 11 or 12.
13. Limitation of liability
13.1 General
(a) Subject to clause 13.1(b), the total liability of a party arising under or in connection with these Terms will be limited in the aggregate to the total Price actually received by Kallipr under the Quote in the 12-month period preceding the relevant claim. The limitation in this clause 13.1(a) is an aggregate limit for all claims, whenever made.
(b) Clause 13.1(a) will not limit or exclude the liability of a party for any liability arising from:
(i) fraud or fraudulent misrepresentation;
(ii) in the case of the Customer:
(A) the obligation to pay the Price;
(B) the indemnities provided under these Terms; or
(C) a breach of clause 11 or 12.
(c) To the extent permitted by law, neither party shall be liable to the other party for any Consequential Loss.
(d) Each party must mitigate any loss they suffer as a result of the breach by the other party to these Terms, or any warranty provided under these Terms (including where such loss gives rise to an indemnity).
(e) As far as the law permits and unless otherwise specified in these Terms:
(i) all liability to a party for any injury, loss damage, cost or expense relating to or arising from these Terms, except to the extent that the injury, loss, damage, cost or expense arises from the negligent act or omission of a party, is excluded;
(ii) the Customer shall be solely responsible, as against Kallipr, for any opinions, recommendations, or other conclusions made or actions taken by the Customer or any other third party based (wholly or in part) on the results obtained from the Customer’s use of the Solution;
(iii) Kallipr shall have no liability for any loss or damage caused by errors or omissions in any information or instructions that the Customer provides to Kallipr in connection with the Solution; and
(iv) except for the warranties made directly to the Customer in the Hardware Warranty or otherwise set out in these Terms, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from these Terms.
13.2 Hardware Warranty
The Customer acknowledges and agrees that:
(a) the Hardware supplied is subject to the terms and conditions set out in the Hardware Warranty as modified by the remainder of this clause; and
(b) Kallipr’s responsibility under the Hardware Warranty is limited to the cost of complying with its obligations under the Hardware Warranty and the costs of shipping any replacement Hardware to the Customer (if any).
13.3 Australian Consumer Law – Hardware Warranty
If the Australian Consumer Law applies to the supply of goods or services under these Terms, Kallipr acknowledges and agrees that its goods and services come with a guarantee that cannot be excluded under the Australian Consumer Law, and that the following mandatory notice under section 102(1) of the Australian Consumer Law that must be provided to the Customer will apply:
Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
- to cancel your service contract with us; and
- to a refund for the unused portion, or to compensation for its reduced value.
You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
13.4 Australian Consumer Law – General
If the Competition and Consumer Act 2010 (Cth) (Act) or any other legislation states that there is a guarantee in relation to any good or service supplied by Kallipr in connection with these Terms, and Kallipr’s liability for failing to comply with that guarantee cannot be excluded but may be limited, Kallipr’s liability for breach of any such guarantee will be limited at Kallipr’s option to:
(a) in the case of goods, one or more of the following: (1) the replacement of the goods; (2) the repair of the goods; (3) the payment of the cost of replacing the goods; or (4) the payment of the cost of having the goods repaired; and
(b) in the case of services: either (1) the supply of the services again; or (2) the payment of the costs of having the services supplied again.
14. Force Majeure Event
14.1 General
Neither party shall be liable for any delay or failure to perform its obligations pursuant to these Terms if such delay is due to a Force Majeure Event.
14.2 Notification
(a) If a Force Majeure Event occurs, the party that is or may be delayed in performing its obligations under these Terms (Affected Party) shall notify the other party without delay giving the full particulars of the Force Majeure Event and must use its best endeavours to remedy the situation without delay.
(b) When the Affected Party is no longer delayed in performing its obligations under these Terms, the Affected Party must provide notice to the other party without delay of the cessation of the Force Majeure Event.
(c) Following notice under clause 14.2(b), the parties must meet without delay to agree a mutually acceptable course of action to minimise any effects resulting from the Force Majeure Event.
14.3 Termination
Either party may terminate these Terms on written notice to the other party if a Force Majeure Event continues for a continuous period of 30 days.
15. General
15.1 Notices
A notice, consent or communication under these Terms must be in writing, signed by or on behalf of the person giving it, addressed to the receiving person at the details set out in the Quote or as otherwise advised in writing from time to time, and will be given and received as follows:
(a) if it is hand delivered, on the day it is given;
(b) if it is sent by post, three Business Days after posting; and
(c) if it is sent by email, that day, if the time of departure from the sender’s mail server is before 5.00pm on a business day, or the next business day in any other case.
15.2 Assignment and Subcontracting
(a) A party must not assign, novate, subcontract or otherwise deal with, in whole or in part, any of its rights and obligations under these Terms without the prior written consent of the other party.
(b) Kallipr may subcontract, in whole or in part, any of its rights and obligations under these Terms without the prior written consent of the Customer, provided that Kallipr will not be relieved of its obligations under these Terms as a result of such subcontracting.
15.3 Miscellaneous
(a) These Terms may only be amended by written agreement between all parties.
(b) The laws of Queensland govern these Terms. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and courts competent to hear appeals from those courts.
(c) A clause or part of a clause of these Terms that is illegal or unenforceable may be severed from these Terms and the remaining clauses or parts of the clause of these Terms continue in force.
(d) These Terms supersede all previous agreements about its subject matter. These Terms embody the entire agreement between the parties.
(e) A right under these Terms may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.
16. Defined terms
In these Terms:
Affected Party has the meaning given to that term in clause 14.2(a).
Australian Consumer Law means the Australian Consumer Law set out in schedule 2 of the Competition and Consumer Act 2010 (Cth).
Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.
Commencement Date means the date that Quote is accepted.
Confidential Information means any information, regardless of its form or the medium on which it is stored, of a confidential, non-public, or proprietary nature which, without limitation:
(a) relating to the business and affairs of a party;
(b) relating to the Solution;
(c) relating to the customers, clients, employees, sub-suppliers or other persons doing business with a party;
(d) relating to the terms and existence of these Terms;
(e) relating to the Intellectual Property Rights of a party;
(f) which is by its nature confidential;
(g) which is designated as confidential by a party; or
(h) which the other party knows or ought to know, is confidential, and includes all trade secrets, knowhow, marketing, financial and Customer information, forecasts, and strategies and any other commercially valuable information of a party.
Connectivity Services means the connectivity services described in the Quote.
Consequential Loss means any consequential, special, indirect or incidental loss including without limitation loss of profit, loss of revenue, business interruption, loss of business, loss of opportunity, loss of reputation or loss in connection with breach of third party contracts or arrangements.
Data means data generated, compiled, arranged or developed by Kallipr or the Customers (as the case may be) in connection with the Solution.
Delivery Location means the delivery location set out in the Quote.
Effective Date has the meaning given to that term in clause 2.3(b).
End User Licence Agreement means the end user licence agreement governing the terms upon which Kallipr will license the Software to an end user, including the Customer, and is located on Kallipr’s website at https://kallipr.com/user-license-agreement, as amended from time to time.
Force Majeure Event means a matter beyond the reasonable control of a party and includes an act of God, national emergency, terrorist act, sabotage, flood, storm, earthquake, fire, explosion, epidemic, pandemic, civil disturbance, insurrection, riot, war, industrial action, lockout, rebellion, quarantine, embargo and other similar governmental action or a general and continued energy shortage, power or utilities interruption, but cannot apply with respect to the payment of money due under these Terms.
Government Agency means any applicable:
(a) government or governmental, semi-governmental, administrative, or municipal agency;
(b) government department; and
(c) government sanctioned commission, authority or tribunal.
GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth), as amended from time to time.
Hardware means the hardware described in the Quote.
Hardware Warranty means the warranty given by Kallipr with respect to the Hardware as set out on its website at https://kallipr.com/kallipr-product-warranty/ and amended from time to time.
Improvements means any modification, enhancement, extension, adaptation, development of, applications of, mutations, improvement or other technical advance to a technology, material, document, software, or substance in whatever form.
Insolvency Event means any of the following events concerning a party:
(a) if an administrator, liquidator, receiver, receiver and manager or other controller is appointed to, or over, any of the property or undertaking of the party;
(b) if the party is unable to pay its debts when they become due and payable;
(c) if the party ceases to carry on business; or
(d) if any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.
Intellectual Property Rights means all industrial and intellectual property rights throughout the world, whether registered, unregistered or unregistrable, including all copyrights, patents, trademarks, service marks, designs, confidential information, trade secrets, know how, data and databases, systems and domain names.
Kallipr IP means:
(a) any existing Intellectual Property Rights owned or licensed by Kallipr as at the Commencement Date;
(b) any Intellectual Property Rights which are created or derived by Kallipr independently of these Terms,
(c) the Intellectual Property Rights in the Solution, any associated labelling and packaging of the Solution or any documentation or information arising out of or in connection with the Solution which are owned or licensed by Kallipr,
and includes any Improvements to the foregoing.
Mandated Regulatory Recall means a recall of Hardware required by a Government Agency exercising statutory or other regulatory powers. For the avoidance of doubt, this does not include a Government Agency who is a Customer exercising any right of rejection of the Hardware.
Price means the price for the Solution described in the Quote.
Purchase Order means a written order issued by the Customer to Kallipr to confirm the Customer’s acceptance of the Quote.
Quote means a written quote issued by Kallipr to the Customer containing information with respect to the Solution the Customer intends to purchase from Kallipr under these Terms.
Software means the software described in the Quote.
Specifications means the specifications relevant to the Solution attached to the Quote or these Terms.
Solution means the supply by Kallipr to the Customer of:
(a) Hardware;
(b) Software;
(c) Connectivity Services; and
(d) Support Services; and
(e) any additional support services contemplated in clause 5(c) (if any), as further particularised in the Quote.
Support Services means:
(a) providing sales support;
(b) after-market support for the Solution;
(c) triaging service requests from the Customer to determine whether an issue relates to the Solution or a third party product;
(d) escalating service requests determined by Kallipr to a third party supplier; and
(e) issuing communications relevant to the Solution from time to time.
Term has the meaning given to that term in clause 10.1.
Third Party IP means Intellectual Property Rights proprietary to third parties which are utilised by Kallipr in the provision of the Solution.
Annexures:
Annexure A – Connectivity Services – https://kallipr.com/terms-conditions-annexure-a-connectivity-services/
Annexure B – Third Party Supplier Terms (Connectivity via Telstra) – https://kallipr.com/terms-conditions-annexure-b-third-party-supplier-terms-connectivity-via-telstra/
Annexure C – Third Party Supplier Terms (Connectivity via Eseye) – https://kallipr.com/terms-conditions-annexure-c-third-party-supplier-terms-connectivity-via-eseye/