1. These terms and conditions (T&Cs) apply where a Client has agreed that Ambius will hire, install and/or maintain the Displays (with or without plant hire) for the period specified below (Service Agreement), the hire, installation and/or maintenance of Displays for limited periods (Hire) or that the Client will purchase plants and containers from Ambius (Sales) each as itemised in this agreement and in accordance with the terms set out below.
2. Service Agreement: The Client accepts the Services and/or Displays (as applicable) for an initial minimum term of twelve (12) months commencing from the date of this agreement unless otherwise agreed. This agreement will automatically be extended, if not terminated or varied and will operate until such time as it is terminated by either party giving at least two (2) calendar months written notice of termination. No termination can take effect before the last day of the initial minimum term except under Clause 17.
Hire: The Client accepts the Displays and (where agreed) the Services for the period set out in this agreement in accordance with these T&Cs.
Sales: The Client purchases the plants and any related items in accordance with these terms and conditions for the agreed price and in the condition as inspected by the Client. Risks in the items purchased pass to the Client upon delivery and title to the items passes to the Client upon full payment.
3. Payments: The Client agrees to pay the fees specified in this agreement. Fees under a Service Agreement are payable in advance each calendar month within seven (7) days of the date of invoice. Hire Fees are payable at the conclusion of the hire. Installation and removal fees are payable on all plant hire arrangements. Payment for Sales is within seven (7) days of delivery. Fees payable under this agreement exclude any amount in respect of GST which is payable in addition to the Fees upon Ambius providing a tax invoice. The invoiced amount must be paid in full without deduction or set-off.
5. Acceptance: The Client’s acceptance of these T&Cs may be confirmed by signing this document, confirming its acceptance by email or allowing Ambius to perform the Services.
6. Ownership: The Client acknowledges that all Displays or other items installed by Ambius pursuant to an agreement for plant hire (either Service Agreement or Hire) remain the sole property of Ambius. Ambius may replace any Display at any time provided the replacement is of equivalent or better standard.
7. Commencement of Service: Where Ambius is engaged to Service Displays, Ambius will commence Service within twenty (20) working days (Mon-Fri 7am to 5pm except public holidays) of initial installation or such other date agreed in writing with the Client.
8. Pricing Policy: After the initial minimum term, and no more than once annually, Ambius may review the fee it levies under any Service Agreement and may increase that fee by written notice to the Client.
9. Responsibility of Ambius
Ambius agrees it will:
10. Responsibility of the Client
The Client agrees to:
11. Delivery Delays: If the Client (for any reason) is unable to take delivery of the Displays under a Service Agreement for rental and maintenance within twenty one (21) days of the date of this agreement, or such other date as may be agreed upon, then the Client must reimburse Ambius any extra costs including storage and transport incurred by Ambius as a result of that delay.
12. Reduction: At any time after the initial minimum term the Client may reduce the number of hired Displays by giving no less than three (3) calendar months written notice to Ambius. The reduction in Display numbers will be reflected in the monthly invoicing following the date on which the reduction occurs. If the Client has given notice of termination, the number of Displays cannot be reduced prior to the end of the agreement. Where Ambius agrees (at its discretion) to accept a reduction or cancellation of any part of the Services, any variation in fees must take accounts of the full costs of providing the Services and Displays including all materials, equipment, service support and administration costs and any variation in fees will not be on a pro rata basis.
13. Removal Fee: Upon termination of this agreement or a reduction under Clause 12, Ambius shall charge a removal fee equal to 10% of the annual fees payable by the Client under this agreement to cover costs of removal. Any fee for specialised equipment under Clause 10(e) will be an additional fee.
14. Subcontracting: Ambius may engage subcontractors to perform the Services for the Client.
15. Force Majeure: Ambius shall not be responsible for failure to meet any contractual obligations if the failure results directly or indirectly from a cause beyond its control.
16. Anti Bribery: The Client and Ambius agree:
17. Termination: Ambius may suspend or terminate a Service Agreement or Hire on immediate notice to the Client if:
18. Removal of Equipment: On termination of this agreement, howsoever that arises, Ambius may remove all of its property in the Client’s possession or control, and for that purpose may enter the premises and remove the property. Ambius shall use all reasonable care in removing its property but shall not be responsible for restoring that part of the premises to the original state. If Ambius is unable to remove its property, the Client shall be liable for the replacement value of the property that has not been recovered.
19. Debt Collection Expenses/Collection of Displays: The Client indemnifies Ambius for all expenses incurred in relation to the recovery of debts owing by the Client and this obligation shall survive termination of this agreement.
Where the Client is provided with credit, the Client authorizes Ambius to: (a) obtain credit reports in respect of the Client and its related entities from credit reporting agencies and other bodies permitted by law; (b) seek and or/disclose information about the Client and its related entities (including information about their credit worthiness, credit history, standing or capacity) that credit providers or other parties are permitted to supply, obtain or receive under applicable privacy legislation; (c) disclose information about the application for credit under this agreement and (if that application is successful), about the Client’s credit account to a credit reporting agency or other permitted body in order to obtain information or credit reports; (d) disclose information including identity particulars, the fact the Client had applied for credit and details of payments that are more than sixty (60) days over due to credit reporting agencies, other credit providers or other permitted bodies; and (e) disclose information about the Client and its related entities to any person considering acting as a guarantor of the Client.
21. Entire Agreement: Except for variations agreed in writing, these T&Cs supersedes and replaces all previous agreements between the parties in relation to plants and services and contains the entire agreement between them as to its subject matter. To the extent permitted by law, Ambius expressly excludes all warranties, guarantees, representations and conditions except as may be made by it in writing to the Client.
22. Liability: To the extent permitted by law: