Terms and Conditions These terms and conditions (referred to below as these "Terms") apply to both quotes and the provision of all Services supplied by Smart Minds (referred to below as "we, us or our"). As our customer (referred to below as "you or your") you are deemed to have read and accepted these Terms. Interpretation "Goods & Services" means the software, equipment, labour and consultancy supplied by us to you pursuant to these Terms; "Job" means the Services supplied to you in accordance if the Quote and attached specifications and pursuant to these Terms; and "Quote" means the specifications and corresponding prices as set out in the Quote document and which is further defined in clause 1. These Terms shall be construed in accordance with, and governed by law. 1. Quotations If we have provided you with a Quote and you have accepted the Quote either by signing the Quote or otherwise by communicating your acceptance to us, this Quote shall constitute an offer to you at the stated price except where: a) your original specifications have been changed by you; or b) conditions outside our control cause delays to either the commencement or completion of the Job; or c) any other change or variation which may, in our professional opinion, be recommended by us or requested by you. Where any alterations to the Quote are required, we will advise you and seek your written approval for the change before continuing with the Job. If you accept our Quote you agree to be bound by the specifications within it and these Terms, the obligation to pay. The Quote is valid until the expiry date stated in the Quote but we reserve the right to amend or withdraw the Quote at any time. 2. Postponements or Cancellation of Job a) You must give us at least 7 days’ notice prior to the job commencement date of a postponement of a Job. Failure to do so may result in you being invoiced for any additional or special costs incurred by us because of the postponement. b) If you wish to cancel a Job once it has commenced (for reasons other than our breach of these Terms) you must give us at least 60 days’ written notice. We reserve the right to charge you the full agreed rate set out the Quote for the 60-day notice period regardless of whether Services are provided or not. If you wish to cancel a Job prior to commencement you must give us at least 7 days’ notice and we reserve the right to invoice you for any costs, we have incurred in preparing to do the Job. By accepting these Terms, you agree that if you cancel a Job you may not hire or use any of our staff or contractors past or present to do that Job or any other job. 3. Customer Acknowledgements You acknowledge that: a) we may rely on any specifications, information or software provided by you and the quality, standard or suitability of any product supplied by you for completing the Job; b) you will indemnify us for any damage, loss or costs (including legal expenses) caused to us or any of our representatives and will protect us from any claim or proceedings against us caused or contributed to by you in respect of these Terms except that direct damage caused by breach of these Terms, in which case any liability will not exceed the price of the Goods and Services provided under these Terms; c) these Terms are subject to the provisions of the Consumer Guarantees Act 1993 except where the Goods and Services are being provided for the purposes of a "Business" as defined by the Act, in which case the Act shall not apply; and d) these Terms and the Quote represents the entire agreement and has not been entered by you on your reliance on any representations, comments or opinions. 4. Terms of Payment Unless agreed otherwise, a down payment of minimum 50% will be payable by you at beginning of engagement, this amount will be adjusted with milestones based agreed invoices and in the last invoice sent for the project. Payment in full of each invoice issued by us is due on the date stated on the invoice. You may not deduct any set off, deduction or another claim from the invoiced amount. If payment in full is not received when due, we reserve the right to: a) suspend or cancel the delivery of any Goods and/or Services or any portion thereof; b) charge interest at 2% per month plus GST (if applicable) calculated daily from the due date until payment is made in full; and/or c) demand from you any costs which we incur internally or pay to our agents (including debt collection costs and legal costs on a solicitor-client basis) in recovering the money owed or in exercising our other rights under these Terms. 5. Liability You acknowledge and agree that: a) All warranties, conditions and other terms implied by statute or common law are, fully permitted by law, excluded from these Terms; b) To the extent permitted by law we shall not be liable for any indirect, consequential or pure economic loss, costs or damages; and c) our total liability to you under these Terms for breach of contract, tort or otherwise is limited to the price paid to date for the Job. 6. Privacy of Data You authorise us to collect, retain and use any information about you, for assessing your creditworthiness or to provide you information about our Goods and Services. You authorise us to disclose information about you, whether collected by us from you directly or obtained by us 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 you. Where you are an individual the authorities stated above are given for the purposes of the Privacy Act 1993. You have the right to ask us for a copy of the information we hold about you and you have the right to request that we correct any incorrect information we hold on you.