General terms and conditions of purchase and use

1              Definitions

Ethos CRS means Ethos CRS Consulting Pty Ltd as a company selling services and/or products to the customer as identified in Ethos CRSs quotation or invoice.

Customer means the person or legal entity identified in Ethos CRS’s quotation or invoice.

Contract means a contract for sale by Ethos CRS to the customer of the services and/or products incorporating these terms and conditions.

Ethos CRS-branded means services and/or products marked with the Ethos CRS brand and includes all standard components thereof.

Elearning course means an learning course and each and all relevant components and sub-components provided online by Ethos CRS

Order confirmation means formal acknowledgement by Ethos CRS of the services and/or product ordered by the customer.

Online means the internet or intranet environment as created by linking a computer to an licensed internet service provider by means of an fixed or mobile internet connection or by linking a computer to a network system, in whole or part, managed by the customer.

Price means the price as listed in Ethos CRS’s order confirmation.

Service(s) means the services and /or products as described in order confirmation.

 2              Formation of contract

 2.1          No contract shall come into existence until the customer's order has been accepted by Ethos CRS and such acceptance has been received by the customer. The contract shall be deemed to be concluded at the time and place where such acceptance is received by the customer. The customer warrants that it is buying for its own internal use only and not for re-sale purposes.

 2.2          The services rendered and/or products sold are subject to these terms and conditions to the exclusion of any other terms and conditions stipulated or referred to by customer. The customer acknowledges that it is aware of the contents of and agrees to be bound by these terms and conditions. Neither Ethos CRS's acknowledgment of a purchase order nor its failure to object to conflicting, different, or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.

 2.3          These terms and conditions are subject to the laws of Australia including without limitation the Trade Practices Act 1974.

 3              Orders, price and payment

 3.1          Unless credit terms have been expressly agreed by Ethos CRS, payment for the services and/or products shall be made in full before the supply of the services and/or products.

 3.3          The customer shall bear all country, provincial, government, state and local sales, use, goods and services, value added, excise, privilege and similar levies/taxes.

 3.4          Ethos CRS reserves the right to charge the customer for any bank fees or charges, in part or in full, incurred by Ethos CRS in the processing of the customer’s payment.

 3.5          Ethos CRS reserves the right to charge interest for delayed payments at the rate of 3 per cent above the base commercial floating rate for Commonwealth Bank of Australia in Sydney, New South Wales.

 4              Software

 4.1          If software is provided, then all such software provided is subject to the terms and conditions of the license agreement relating to that software. The customer acknowledges its obligations to abide by such license agreements. The customer acknowledges that Ethos CRS does not warrant any software under these terms and conditions. In addition to any rights the customer may have under statute, all software is warranted in accordance with the license agreement that governs its use.

 4.2          All rights, title or interest in the intellectual property rights in the software remain with Ethos CRS or the licensor of the software at all times.

 4.3          All rights, title or interest in the intellectual property rights of the elearning courses remain with Ethos CRS at all times.

 5              Title and risk

5.1          Title to all elearning services and courses shall remain with the Ethos CRS at all times.

 5.2          Title to all services and/or products that are software, shall remain with the applicable licensor(s) at all times.

 6              Delivery

 6.1          Subject to clause 9, Ethos CRS shall deliver or provide access to the services and/or products online.

 6.2          Ethos CRS may, at its discretion, deliver the services and/or products by instalments in any sequence. Where the services and/or products are so delivered by instalments, each instalments shall be deemed to be the subject of a separate contract. Default or failure by Ethos CRS to provide any one or more instalments shall not invalidate the contract for services and/or products previously delivered or undelivered services and/or products.

 6.3          Any dates quoted by Ethos CRS for the delivery of the services and/or products are approximate only and shall not form part of the contract. Ethos CRS shall not be liable for any delay in delivery of the services and/or products, howsoever caused.

 6.4          Ethos CRS may revise and/or discontinue service at any time without notice as part of Ethos CRS's policy of on-going product up-date and revision. Revised or updated services will have the functionality and performance of the services ordered. The customer accepts that Ethos CRS's policy may result in differences between the specification of services delivered to the customer and the specification of products ordered.

 7              Acceptance of services

 7.1          Unless the customer notifies Ethos CRS to the contrary on the day of delivery and such notification is confirmed in writing within two (2) days, the services and/or products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Contract. The customer shall not be entitled to withhold payment of all or any of the price of the services and/or products whilst any claim is being investigated by Ethos CRS.

 8              Refund on services

 8.1          Ethos CRS reserves the right to refuse to supply a refund of the purchase amount, in part or in whole, for services and/or products purchased under these terms and conditions.

 8.2          Ethos CRS will not refund the purchase amount of services if the purchaser has commenced the particular elearning course as specified in the Order Confirmation.

 9              Warranty

 9.1          Unless specified otherwise and in addition to any rights the Customer may have under statute, Ethos CRS warrants to the customer that Ethos CRS branded services will from invoice date be free from defects in design and/or workmanship affecting normal use for a period of one (1) year or such other period as may be set out in Ethos CRS's invoice. (Standard warranty and relevant warranty period as appropriate).

 9.2          This standard warranty or relevant warranty does not cover damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power; alterations or attempts to alter services and/or products not authorised by Ethos CRS; usage and/or storage and/or installation not in accordance with product instructions; act of God, fire, flood, war, act of violence or any similar occurrence; any attempt by any person other than Ethos CRS personnel or any person authorised by Ethos CRS, to adjust, repair or support the services and/or products and problems caused by the use of computer programs, software, computer parts and components.

 9.3          Subject to clause 10 below, during the standard warranty or relevant warranty period as the case may be and beginning on the invoice date, Ethos CRS will repair or replace Ethos CRS-branded services and/or products that are found to be deficient in design and/or workmanship affecting normal use for a period of one (1) year or such other period as may be set out in Ethos CRS's invoice.

 9.4          While not affecting any non-excludable warranty or guarantee implied by law, Ethos CRS does not give any warranty that the services and/or products are fit for any particular purpose and this standard warranty is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise including warranties or conditions of merchantability, fitness for purpose, satisfactory quality and/or compliance with description, all of which are hereby excluded to the fullest extent permitted by law.

 9.5          The customer agrees that, to the extent permitted by law and in the case where third party services and/or products purchased through Ethos CRS and where the third party services and/or products are covered by a relevant manufacturer's warranty, then the customer will first make a claim against the manufacturer and shall utilise that warranty for the support of such third party services and/or products and in any event not look to Ethos CRS but shall look to the relevant manufacturer for such warranty support in the first instance.

 10           Service and technical support

 10.1        Ethos CRS will provide general service and technical support to the customer in accordance with the then-current service and technical support policies of Ethos CRS that are in effect. Service and support offerings may vary from service to service. If customer purchases optional services and support as may be listed on Ethos CRS's invoice, Ethos CRS will provide the optional service and support to customer in accordance with the then-current terms and conditions in the optional service contract between Ethos CRS and customer (available upon request) in addition to the standard warranty or relevant warranty. Ethos CRS may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them. Ethos CRS has no obligation to provide service or support until Ethos CRS has received full payment for the service support contract for which service or support is requested.

 11           Liability

 11.1        Ethos CRS shall not be liable in contract or in tort for any loss or damage suffered and consumer rights are limited to those set out in these terms and conditions and under statute.

 11.2        To the extent permitted by law and subject to clause 10.6, Ethos CRS's total liability herein in respect of each event or series of connected events shall not exceed the total price paid for the purchase of services and/or products under these terms and conditions.

 11.3        The customer shall indemnify Ethos CRS and keep Ethos CRS fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or wilful misconduct of the customer, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of these terms and conditions.

 11.4        To the extent permitted by law, Ethos CRS and customer agree that Ethos CRS will not be liable for services and/or products not being available for use, or for data or software which is lost, corrupted, deleted or altered. Ethos CRS shall not be liable to the customer for:

 a) any incidental, indirect, special or consequential damages;

b) loss of opportunity;

c) loss of revenue;

d) loss of profit or anticipated profit;

e) loss of business;

f) loss of contracts;

g) loss of goodwill; and

h) loss arising out of business interruption arising out of or in connection with the purchase, use or performance of services and/or products or services, even if Ethos CRS has been advised of their possibility.

 11.5        To the extent permitted by law, any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by Ethos CRS shall be subject to correction without any liability on the part of Ethos CRS.

 11.6        Under the Trade Practices Act, where implied conditions and warranties cannot be excluded, Ethos CRS's liability for breach of such conditions and warranties (other than a condition or warranty implied by section 69 of the Trade Practices Act) shall be limited, at Ethos CRS's option, to:

 (a) in the case of services and/or products, the replacement of the services and/or products or the supply of equivalent services and/or products; the repair of such services and/or products; the payment of the cost of replacing the services and/or products or of acquiring equivalent services and/or products; or the payment of the cost of having the services and/or products repaired; or

(b) in the case of services, the supplying of services again; or the payment of the cost of having services supplied again.

 12           Force majeure

 Neither party shall be liable for any delay in performing any of its obligations under these terms and conditions if such delay is caused by circumstances beyond the reasonable control of the party so delaying, and such party shall be entitled to a reasonable extension of time for the performance of such obligations.

 13           Governing law

 These terms and conditions shall be governed by and construed in accordance with the laws of the Australian Capital Territory and shall be subject to the non-exclusive jurisdiction of the courts of Australian Capital Territory.

 14           General

 14.1        The customer shall not assign or otherwise transfer any contracts or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of Ethos CRS. Any such unauthorised assignment shall be deemed null and void.

 14.2        If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provisions in question shall not be affected.

 14.3        No waiver, failure or delay on Ethos CRS's part in exercising any power or right under this agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right.