TERMS & CONDITION OF WEBSITE USEPRIVACY POLICYCOOKIES POLICYTERMS & CONDITION OF SALES

TERMS & CONDITION OF WEBSITE USE


Welcome to the OTOOL website. This Website and its contents are property of and managed by OTOOL.


Applicability

These terms and conditions of use (“T&Cs“) apply to your visits to and your use of the Website, as well as to all information, recommendations and/or services provided to you on or through this Website.

By accessing and using this Website you agree to the applicability of our T&Cs. These T&Cs can at all times be changed or otherwise amended by OTOOL. The changed or amended T&Cs enter into force at the moment of publication on this Website. Users of the Website are advised to regularly read the T&Cs for possible changes.

Information and Liability

The Information is for general information purposes only and does not constitute advice. Information is published for marketing purpose. OTOOL will make reasonable efforts to keep the Information on this Website accurate and up to date but does not guarantee that the Website and the Information or both is free of errors, defects, malware and viruses or that the Website and/or Information is accurate and up to date.

OTOOL shall not be liable for any damages resulting from the use of (or inability to use) the Website, including damage caused by malware, viruses or any incorrectness or incompleteness of the Information or the Website, unless such damage is the result of any wilful misconduct or from gross negligence on the part of OTOOL.

OTOOL shall further not be liable for damages resulting from the use of (or inability to use) electronic means of communication whether or not relating to the Website, including – but not limited to – damages resulting from failure or delay in delivery of electronic communications, interception or manipulation of electronic communications by third parties or by computer programs used for electronic communications and transmission of viruses.

Privacy Statement

Personal data provided or collected through or in connection with this Website shall only be used in accordance with the OTOOL Privacy Policy below. The T&Cs shall be subject to the Privacy Statement as posted on this Website.

Linked Sites

This Website may provide links to external internet sites. OTOOL shall not be liable for the use or the content of internet sites that link to this site or which are linked from it. The Privacy Statement does not apply to any collection and processing of your personal data on or through such external sites.

Intellectual Property

Unless otherwise indicated, all rights to this Website and the Information, including copyright and other intellectual property rights, are owned by OTOOL. Users are permitted to read the Website and the Information and make copies for their own personal use, for example by printing or storing it. All other use of Website or the Information, for example the storage or reproduction of (a part of) the Website in any external internet site or the creation of links, hypertext links or deep links between the Website and any other internet site or any other use, is prohibited without the express written consent of OTOOL.

Unsolicited Ideas

In the event you post unsolicited ideas and/or materials whether consisting of texts, images, sounds, software, information or otherwise (“Materials“) on this Website or send these to OTOOL by e-mail or otherwise, OTOOL shall be entitled to use, copy and/or commercially exploit such Materials to the fullest extent, and free of charge, and OTOOL shall not be bound by any confidentiality obligation in respect of such Materials.

You hereby indemnify and hold OTOOL harmless from and against all actions, claims and liabilities, suffered, incurred or sustained by OTOOL as a result of the use and/or exploitation of the Materials infringing the (intellectual property) rights of any third party or otherwise being unlawful towards a third party.

Severability

In the event that any provision of these T&Cs or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of these T&Cs shall continue in full force and effect and the application of such provision shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of these T&Cs with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

Applicable Law and Jurisdiction

These T&Cs shall be exclusively governed by the laws of Australia and the General Data Protection Regulation. All disputes arising in connection with these T&Cs, including disputes concerning the existence and validity thereof, shall be submitted to the competent courts of Australia, unless binding statutory requirements specify otherwise.


This statement was last modified on 28/09/2022.

PRIVACY POLICY


This Statement governs the collection, use and other forms of processing of personal data by OTOOL, all its subsidiaries and related companies, related to our services, our OTOOL products and this website.

Who is responsible for collecting and processing of your personal data?

 OTOOL is the legal entity responsible for all collection and all processing of your personal data in connection with the products, services and websites of OTOOL. OTOOL is committed to respecting and safeguarding your privacy and the security of your personal data you share with us.

Why do we collect your personal data?

Personal data is information that identifies you as an individual or relates to an identifiable individual. When you choose to register your personal data, contact us, or visit our websites, we will collect some personal data about you. We process these personal data for the following purposes:

  1. communicate with you in a personal way or to inform you about OTOOL products or services, consistent with your choices
  2. provide customer service, including service around the purchase of services and products, fulfil warranty obligations and product recalls for our own services and those of related companies, and to deal with any enquiries or complaints
  3. perform market research and improve our business, services and OTOOL products or to develop new business, services and products
  4. perform statistical analyses and reporting; providing services on the internet
  5. to communicate future promotional and marketing information including direct marketing purposes and retargeting
  6. to aggregate and/or anonymize personal data in order to generate other data for our use
  7. to comply with our legal obligations, resolve disputes, or enforce our agreements, and
  8. as otherwise stated at or about the time information is collected.

Which personal data we process?

Which personal data we exactly process, depends on which websites, products or services you use. We process the following personal data

Personal data you provide to us:

  • This is the personal data that you provide to us when using our website, products or services. This data can include e.g. your name, address, gender, email address, phone number, age and birth date.

How do we share or transfer your personal data?

OTOOL may share your personal data also with third parties to perform certain processing activities on behalf of OTOOL and to facilitate services they provide to us. These can include providers of services such as website hosting, data analysis, payment processing, order fulfilment, information technology and related infrastructure provision, customer service, email delivery, auditing, and other services. OTOOL may also share your personal data to third parties, consistent with your choices. OTOOL requires these third parties to process and protect your personal data diligently. OTOOL will not sell your personal data to third parties.

OTOOL might reorganise, merge or in any other way sell or dispose (part of) a business company to another company. Where such business relates to OTOOL, such transfer of ownership may include the transfer of your personal data to the new owner and its advisors.

We will otherwise only disclose your personal data if so required or authorized by law, where necessary for preventing or combating fraud, where necessary for dispute resolution, or for any other pressing legitimate need which under the circumstances must outweigh your privacy interests, such as the security of our business and the safety of our staff.

How do we protect your personal data?

 OTOOL will take appropriate technical and organizational security measures against loss or unlawful processing of personal data. This may include using secure registration forms, encryption of data, and restricting access to your personal data. How long do we retain your personal data?

Cookies, web beacons and similar techniques

If you are using our websites, services, applications, communications (including email) and accessing or using tools, we may use cookies, web beacons and other similar technologies for storing information to provide you with a better, faster and safer browser experience.

Please refer to our OTOOL Cookie Policy bellow for the explanation of cookies, web beacons and similar techniques, how we use these techniques and how you can control these techniques.

Policy changes

We may change this Privacy Statement from time to time. Any changes will become effective when we post the revised Privacy Statement. If necessary, we will inform you when we change the Privacy Statement.


This statement was last modified on 28/09/2023.


COOKIES POLICY


This Website is offered to you by OTOOL. OTOOL aims to make your online experience and interaction with our websites as informative, relevant and supportive as possible. One way of achieving this is to use cookies, web beacons or similar techniques, which store information about your visit to our site on your computer. We feel that it is very important that you know what cookies our website uses and for what purposes. This will help protect your privacy, whilst ensuring our website’s user- friendliness as much as possible. Below you can read more about the techniques used by and via our website and the purposes for which they are used. This is only a statement about privacy and our use of website techniques and is not a contract or agreement.

What are cookies, web beacons and similar techniques?

A cookie is a tiny data file, which is stored on your computer within the web browser, when certain web pages are visited. A cookie does not contain or collect information in isolation, but when read by a server via a web browser; it can give information to facilitate a more user-friendly service such as detecting errors. We do not retain a cookie longer than necessary.

Web beacons are small graphic images (also called “pixel tags” or “clear POISON’s”) that may be installed on or in our websites, communication services, applications and other used tools. Web beacons are used for different purposes, including measuring performance of our websites, tracking the number of visitors to our web sites and how to navigate it accordingly.

Under similar techniques for storing information we understand other technologies that store information on your browser or device, that use local shared objects or local storage. Examples include flash cookies, HTML 5 cookies and other web application software methods.

For simplicity, we use the term “cookie” in our policy to cover the total scope of cookies, web beacons and similar techniques.

To use our website fully, you will need to have cookies enabled. If you do not wish to enable cookies, you can still browse the site; however certain features of the site may be limited.

This information is outlined as part of our efforts to comply with recent legislation and to ensure that we are open, honest and clear about cookies and privacy. Please refer to our OTOOL Privacy Statement above for more information about privacy.

How do we use cookies?

You may notice the presence of different types of cookies generated on your visit to this website. We use the following types of cookies:

  • Functional cookies, and
  • Analytical cookies

Functional cookies

These cookies are necessary to make it possible to surf the website of OTOOL and use the website’s functions, such as accessing protected areas of the website. Without these cookies, such functions are not possible.

We might use these cookies for:

  • Authentication of users for a secured login
  • Storing preferences such as language, location, the number of search results
    to be displayed etc.
  • Storing settings for optimal video display, such as buffer size and your screen’s resolution details
  • Reading your browser settings so that we can display our website optimally
    on your screen
  • Locating misuse of our website and services, for example by recording
    several consecutive failed log-in attempts
  • Loading the website evenly so that it remains accessible, or
  • Making it possible to place a reaction on our website.

Analytical cookies

These cookies gather information about the surfing behaviour of visitors to our websites, such as which pages are visited often and whether visitors receive error messages. By doing this, we are able to make the structure, navigation and content of the website as user-friendly as possible for you. We do not link the statistics and other reports to individuals.

We might use these cookies for:

  • Keeping track of the number of visitors to our web pages,
  • Keeping track of the length of time that each visitor spends on our web pages,
  • Determining the order in which a visitor visits the various pages on our
    website,
  • Assessing which parts of our site need to be improved, and
  • Optimizing the website.

We might use analytical software to analyse page use, page interactions and the routes taken through our sites. These are known as “website metrics” or ‘analytics’.

Your choices

OTOOL places and uses the functional cookies when you explore our website to ensure the proper functioning of the website. Only after you have given your consent will OTOOLplace the analytical, advertising and social media cookies. We provide you the choice to set your preference related to the use of the kind of cookies for the first use of the website. We will store your preference for your next visit, but you can always adjust your preference.

How to control cookies

You can control and/or delete cookies as you wish – for details,
see www.aboutcookies.org. You can delete all cookies that are already on your computer and you can set most browsers to prevent them from being used. If you do this, however, you may have to manually adjust some preferences every time you visit a site and some services and functionalities may not work.

Policy changes

We may change this Cookie Policy from time to time. We will inform you when we make updates, but we also encourage you to take notice of this policy regularly.


This statement was last modified on 28/09/2023.





TERMS & CONDITION OF SALES



These terms and any document(s) referred to in them constitute the entire agreement about OTOOL supply of the Deliverables and services to Customer and supersedes all prior understandings, arrangements and agreements.

Words with special meanings are defined in clause 1. A reference in these Terms to:

  • a. the singular includes the plural and vice versa;
  • b. the word “including” means “including, but not limited to,” and the word “includes” means “includes, without limitation,”;
  • c. a reference to a gender includes all genders; and
  • d. a reference to a person (including a party) includes an individual, company, other body corporate, partnership, firm, joint venture, or a trust. 

These terms are applicable to online and offline deliverables or services supplied by OTOOL.

1) Definitions

In these terms:
“Customer” means the person, business or company that is the purchaser of the Deliverables;
“Deliverables” means any Deliverables (including software) or services (where applicable) supplied to Customer by OTOOL and described in OTOOL‘s offer and/or invoice;
“Sales Contract” means any sales contract or distribution agreement entered into by Customer and OTOOL in respect of the Deliverables and services supplied to Customer in which these Terms are deemed to be incorporated; and
“OTOOL” means OTOOL ERP POWER PTY LTD (ABN 97 670 570 420).

2) Orders

  • (a) All orders for Deliverables placed by Customer are subject to acceptance by OTOOL, and no order will be deemed to have been accepted by OTOOL unless Deliverables are supplied or a back-order or delivery delay has been confirmed in writing by an authorised representative of OTOOL to Customer.
  • (b) OTOOL may reject any order placed by Customer if there is an insufficient supply of Deliverables or an inability to supply it which prevents OTOOL from being able to fulfil such order.
  • (c) OTOOL will not be bound by any terms attaching to Customer’s order and, unless those terms are expressly agreed to in writing by an authorised representative of OTOOL, Customer agrees that those terms are hereby excluded.

3) Payment

  • (a) The price of the Deliverables will be OTOOL quoted price.
  • (b) Payment is required prior to delivery of the Deliverables to Customer unless agreed otherwise in writing by an authorised officer of OTOOL. If Customer fails to make payment in accordance with this clause 3(b) after demand for payment by OTOOL, all amounts owing by Customer to OTOOL on any invoice will immediately become due and payable together with legal costs of enforcement.
  • (c) OTOOL may, in its sole discretion:
        • suspend the provision of credit to Customer until all amounts owing are paid for in full; and
        • from time to time and at any time, vary or cancel any credit facility it makes available to Customer.
  • (d) Customer will be liable to pay interest on any overdue amount at the annual rate of 2%, or if above, the prevailing base lending rate quoted by Reserved Bank of Australia. Interest will accrue daily from the date payment became overdue until OTOOL has received payment of the overdue amount, together with any interest accrued.
  • (e) In the event that a third party credit control service is required, customer agrees that the full cost of that service will be added to the outstanding amount.
  • (f) Unless stated otherwise in these Terms (or in writing by OTOOL authorised representative), all prices quoted for Deliverables are exclusive of all taxes, handling, delivery, agents’ charges and any other charge, duty or impost.
  • (g) Customer must pay OTOOL, on demand, any tax (other than income tax) payable under these Terms, any matter or thing done under these Terms or any payment, receipt or other transaction contemplated by these Terms, including any goods and services or value-added tax, customs duty, sales tax, excise duty, stamp duty, other duty, governmental charge, fee, levy or impost, together with any fine, penalty or interest payable because of a default by Customer.
  • (h) Customer must pay to OTOOL any amount Customer must pay under clause 3(g) in full, despite any right of set-off that Customer may have.
  • (i) Customer shall pay the full amount due to OTOOL under this clause and shall not deduct from that amount any tax in relation to purchase of the Deliverables. Customer shall reimburse OTOOL for any taxes OTOOL pays on its behalf.
  • (j) Serenity Payment Premium Service: depending on the commercial offer, OTOOL can provide its clients the possibility to spread their invoice payments across several months (12,18, or 24 months). The eligibility for the Serenity Payment Premium Service is at the discretion of OTOOL. To gain access to the Serenity Payment Premium Service, the Customer must provide OTOOL with a bank mandate known as a Direct Debit Instruction. OTOOL has tasked GoCardless with managing the Direct Debit Instruction. The customer must confirm the instructions its bank on the GoCardless hosted payment page. The customer will receive an email invitation requesting permission to allow Gocardless on behalf OTOOL to collect the agreed-upon monthly payments from them. The details of the recurring monthly payment will appear at the top of the Gocardless Direct Debit Instruction Form. The agreed-upon monthly payments are subject to Clauses 3 (c, d). In the event of nonpayment, OTOOL may suspend Serenity Payment Premium Service and request that the customer pay the outstanding balance of the total invoice. Odoo Database and GITHub Repository shall remain the property of OTOOL until the invoice is fully paid by the Customer. Upfront payments: Invoice from $1 to $7,250 (GST ex) : Upfront payment $0 -  Payment option on 12,18 or 24 months; Invoice superior to $7,250 (GST ex): Upfront payment 20% of the invoice amount payable with the first monthly payment- Payment option on 12,18 or 24 months.

4) Delivery

  • (a) Delivery times advised to Customer are estimates only and OTOOL will not be liable for any loss, damage or delay suffered or incurred by Customer or its customers arising from late or non-delivery of the Deliverables.
  • (b) The hourly packages purchased by Client must be consumed within 12 months of payment. After this date, the purchased service will be deemed fully completed, and Client will not be eligible for a refund of their hourly credit. 

5) Part deliveries

  • (a) OTOOL may make part deliveries of any order, and each part delivery will constitute a separate supply of the Deliverables upon these Terms.

6) Software

  • (a) To the extent that a Product supplied under these Terms is a software Product then, in addition to these Terms, that Product will be supplied subject to the terms and conditions of the relevant licence agreement applicable to it.
  • (b) Software licence agreements may be delivered with the software, may be separately provided to Customer for execution or may require specific acceptance by Customer. Customer agrees to use the software Product in accordance with the terms and conditions of the relevant licence agreement.
  • (c) Where the term “supply” is used in these Terms to refer to a software Product, such term means the sale and purchase of the licence to use that software Product.

7) Inspection and acceptance

  • (a) Customer must test or inspect such software Deliverables upon those Deliverables being authorised by OTOOL for downloading or accessing by Customer, and must, within 7 days of delivery or downloading (as the case may be), give written notice to OTOOL of any matter or thing by which Customer alleges that the Deliverables do not accord with Customer’s order. Failing such notice and to the extent permitted by law, the Deliverables will be deemed to have been accepted by Customer.

 8) Title and risk

  • (a) Deliverables supplied by OTOOL to Customer will be at Customer’s risk immediately upon:
        • delivery of the Deliverables to the Customer, Customer’s agent or into the Customer’s custody or control;
        • or collection of the Deliverables by the Customer’s nominated carrier or agent.
  • (b) Customer must effect and maintain with a reputable insurance company for the Deliverables, at its cost, against all risks as it thinks appropriate;
  • (c) Risk in the Deliverables will remain with Customer at all times unless OTOOL retakes possession of the Deliverables in accordance with clause 8(f).
  • (d) Title in the Deliverables supplied by OTOOL to Customer will not pass to Customer and will remain the absolute property of OTOOL until such time as OTOOL has been paid by Customer all monies due and owing to it by the Customer in relation to any invoice. Title to those Deliverables which are software remains with OTOOL and/or the applicable third party licensor(s) at all times.
  • (e) Customer can’t sell, disposes of or otherwise deals with Deliverables or any part thereof developed by OTOOL or sold under its property.
  • (f) Customer acknowledges that in the case of software Deliverables, any refusal or failure to pay may result in cancellation of the licence to use the software Product.
  • (g) Customer agrees that the provisions of this clause 8 apply despite any arrangement under which OTOOL grants credit to Customer.

 9) Products returns

  • (a) Customer must notify OTOOL in writing of any Products it wish to return in accordance with the clause 7a.
  • (b) OTOOL will not be liable for any damage or defects in the Deliverables that have been caused by the by any neglect, abuse or improper use, installation, maintenance or unauthorised development code of OTOOL Deliverables or supplied Deliverables.
  • (c) The provisions of this clause 9 do not extend to any Deliverables which have been added to, varied, or otherwise modified by, any person other than OTOOL.

10) Force majeure

  • (a) If the performance of OTOOL obligations under these Terms or any relevant Sales Contract is prevented, restricted or affected by force majeure including strike, lock out, raw material shortage, breakdown of plant, transport or equipment or any other cause beyond the reasonable control of OTOOL, OTOOL will give notice of such cause to Customer and after 60 days from the receipt by Customer of such notice, either party may terminate the relevant Sales Contract without penalty. 
  • (b) OTOOL can not be liable for any breach of, or failure to perform its obligations resulted from a force majeure event including any staff unavailability or restrictions associated with a Force majeure event.

11) Customer’s cancellation

  • (a) Unless otherwise agreed in writing by an authorised officer of OTOOL, Customer may not cancel an order which has been accepted by OTOOL.
  • (b) If Customer’s right of cancellation is agreed to by an authorised representative of OTOOL in writing, the right must be exercised by notice in writing from Customer to OTOOL not later than 7 days before the estimated date of delivery by the supplier or OTOOL (as the case may be).
  • (c) Unless otherwise agreed between Customer and OTOOL, upon cancellation prior to delivery, any deposit paid by Customer will not be reimbursed to Customer.

12) Default of Customer

  • (a) Without prejudice to any of OTOOL other rights under these Terms, if Customer fails to make any payment due to OTOOL under these Terms, OTOOL may, in its sole discretion, and without further liability to Customer:
  • refuse to make further supplies to Customer under the relevant Sales Contract; and/or
  • terminate the Sales Contract without notice.

13) Personal Property Securities Register

  • (a) OTOOL reserves the right to register the customer under the Federal Government’s Personal Property Securities Register.

14) Warranty

  • (a) Deliverables are covered by manufacturers’ warranty. To the extent permitted by law, OTOOL’s entire responsibility with respect to warranties for the Deliverables is to pass on to Customer the benefit of any such warranties. Subject to clause 14(c), software Deliverables are not warranted by OTOOL under these Terms. Such software Deliverables are warranted in accordance with the relevant licence agreements governing their use.
  • (b) To the extent permitted by law, the manufacturers’ warranties referred to in clause 14(a) are in substitution for all other terms, conditions and warranties, whether implied by statute or otherwise (including implied warranties with respect to merchantability and fitness for purpose) and all such terms, conditions and warranties are expressly excluded.
  • (c) Certain legislation may imply warranties or conditions or impose obligations upon OTOOL which cannot be excluded, restricted or modified or cannot be excluded, restricted or modified except to a limited extent. These Terms must be read subject to those statutory provisions. If those statutory provisions apply, to the extent to which OTOOL is able to do so, its liability will be limited, at its option, to:
        • in the case of Deliverables: the replacement of the Deliverables or resupply of equivalent Deliverables; repair of the Deliverables; payment of the cost of replacing the Deliverables or acquiring equivalent Deliverables; or the payment of the cost of having the Deliverables repaired; and
        • in the case of services: the supply of the services again; or the payment of the reasonable cost of having the services supplied again. (c) Certain legislation may imply warranties or conditions or impose obligations upon OTOOL which cannot be excluded, restricted or modified or cannot be excluded, restricted or modified except to a limited extent. These Terms must be read subject to those statutory provisions. If those statutory provisions apply, to the extent to which OTOO
  • (d) OTOOL's warranty doesn’t apply to development codes impacted by software updates. Upgrading to new software versions and features is considered a new service that must be defined in a new contract or in an additional clause to the initial contract. 

15) Liability

  • (a) To the extent permitted by law, OTOOL will not be liable to Customer or any other person under any circumstances for any loss of use, profit, revenue, interest, goodwill or data, or for any injury or death to any person, or for any indirect, incidental or consequential damages sustained or incurred by Customer, whether such liability arises directly or indirectly as a result of:
        • any negligent act or omission or wilful misconduct of OTOOL or its employees or agents;
        • the supply, performance or use of any Deliverables; or
        • any breach by OTOOL of its obligations under these Terms or any relevant Sales Contract.

16) Credit assessment

  • (a) If any Deliverables are supplied to Customer on credit, OTOOL may need to disclose to a credit reporting agency certain information referred to in clause 16(c) about Customer when assessing Customer’s application for credit and managing Customer’s account with OTOOL. Customer authorises OTOOL to disclose such information to a credit reporting agency for these purposes.
  • (b) Subject to OTOOL’s obligations under the Privacy Act 1988 (Cth) as amended and any other applicable laws, OTOOL may provide the information referred to in clause 16(c) to a credit reporting agency to obtain a consumer credit report about Customer or to allow the credit reporting agency to create or maintain a credit information file about Customer. Customer agrees that OTOOL may disclose a credit report about it to any credit provider, debt collecting agency or OTOOL’s insurers for the purposes of assessing Customer’s creditworthiness or to collect any overdue payments (as the case may be).
  • (c) OTOOL may disclose the following information relating to Customer in accordance with clauses 17(a) and (b):
        • customers name and address;
        • credit limits on Customer’s accounts;
        • the amount of any payments which are overdue for at least 60 days;
        • where an overdue payment has been previously reported, advice that the payment is no longer overdue;
        • any method of payment including, but not limited to, cheques, electronic funds transfer, Bpay, credit card payments which have been dishonoured;
        • information that, in the opinion of OTOOL, Customer has committed a serious credit infringement; and
        • information that OTOOL has ceased to supply the Deliverables to Customer.
  • (d) Customer agrees that OTOOL may obtain information about Customer from any business which provides information about the commercial creditworthiness of persons for the purposes of assessing Customer’s application to purchase the Deliverables on credit and collecting any overdue amounts.
  • (e) OTOOL may refuse to supply the Deliverables to Customer on credit on the basis of OTOOL’s credit assessment of Customer.

17) Privacy

  • (a) Customer agrees to OTOOL collecting, using and disclosing information about Customer of the kind referred to in clause 16c) for various purposes, including to:
        • assess creditworthiness as outlined in clause 16;
        • supply the Deliverables to Customer and the management of Customer’s account, including suppliers;
        • communicate with Customer about the Deliverables which OTOOL or its partners or affiliates may provide to Customer;
        • implement these Terms and any Sales Contract; and 
        • comply with relevant laws.
  • (b) OTOOL, at the written request of Customer, will:
        • provide Customer with access to any personal information relating to Customer held by OTOOL; and
        • correct or amend any personal information relating to Customer held by OTOOL which is inaccurate or out of date.
  • (c) OTOOL will handle Customer’s personal information in accordance with relevant laws.

18) Intellectual Property

  • (a)Customer acknowledges that:
  • - all trademarks, copyright and other intellectual property rights (“Intellectual Property”) embodied in or in connection with the Deliverables and any related documentation, parts or software are the sole property of OTOOL or its suppliers; and
  • - all Intellectual Property of OTOOL or its suppliers may only be used by Customer with the express written consent of OTOOL or its suppliers, during the continuance of any relevant Sales Contract, and such consent extends only to use essential for the purposes stated in it.
  • (b) Customer must not register or use any trademarks, trade name, domain name, trading style or commercial designation or design used by OTOOL or its suppliers in connection with the Deliverables
  • (c) Development and customisation made for Customer (like ligne codes, modules, connectors, user interface…) are part of OTOOL's intellectual property. They can’t be transferred and /or sold to a third party without the written consent of OTOOL.

19) Hold Harmless

  • (a) Customer will indemnify OTOOL against all liabilities, damages, costs and expenses which OTOOL may suffer or incur as a result of any work performed by OTOOL in accordance with Customer’s specifications or as a result of the combination or use of the Deliverables with other equipment, parts or software not supplied by OTOOL, and which results in the infringement of any Intellectual Property of any person.

 20) Confidentiality

  • (a) Customer acknowledges that OTOOL has disclosed and may from time to time disclose to Customer certain confidential information and documentation of OTOOL relating to the Deliverables, their marketing, use, maintenance and software, including technical specifications (“Confidential Information”).
  • (b) Subject to clause 20(e), Customer must:
        • only use the Confidential Information solely for the purposes contemplated under any relevant Sales Contract; and
        • not, during the continuation of such Sales Contract or thereafter, disclose (whether directly or indirectly) to any third party the Confidential Information, other than is required to carry out such purposes.
  • (c) If disclosure of Confidential Information to third parties is necessary, Customer will obtain from such third parties binding agreements to maintain in confidence the Confidential Information disclosed at least to the same extent as Customer is bound to protect OTOOL’s Confidential Information under this clause 20.
  • (d) Upon the expiry or termination of any relevant Sales Contract, Customer must cease to use and must return or destroy (as OTOOL may instruct) OTOOL’s Confidential Information in its possession or control.
  • (e) The provisions of this clause 20 do not extend to any information which is:
        • at the time of disclosure, rightfully known to or in the possession or control of Customer and which is not subject to an obligation or confidentiality;
        • public knowledge (otherwise than as a result of a breach of this clause 20 or any other obligation of confidentiality);
        • approved in writing by an authorised officer of OTOOL to be disclosed; or
        • required to be disclosed by a government authority or by relevant laws provided that notice of any such required disclosure is first given to OTOOL.

21) Exceptional Service Assistance Guarantee

  • (a) The Exceptional Service Assistance Guarantee is only valid if the following terms and conditions are met:
      • the support request must be submitted via one of the following methods; Client Portal, Email or phone
      • the response may be sent to you or your company’s main representative.
      • an automated reply is considered a response.
      • request must be sent during business hours only (9am – 5pm).
  • (b) OTOOL is not liable for technical issues out of our control that may delay our response.

22) General

  • (a) OTOOL may amend these Terms at any time, by giving Customer notice by mail, e-mail or by posting a notice on OTOOL’s public website. By continuing to place orders for Deliverables, Customer will be deemed to have accepted the revised Terms.
  • (b) Any provision of these Terms which is invalid or unenforceable will be read down to the extent necessary, and the remaining provisions will continue unaffected.
  • (c) Customer acknowledges that some Deliverables may be controlled under export laws in force at the time of the Sales Contract. Customer shall not export, re-export, or distribute Deliverables, in violation of any such export control laws or regulations.
  • (d) Customer acknowledges that certain Deliverables may be subject to license requirements or other restrictions specific to certain transactions. Where applicable, Customer agrees to be bound by any such terms and conditions and/or restrictions and shall indemnify Ingram for any liability suffered by it arising from Customer’s breach.
  • (e) Customer may not assign or attempt to assign any of its rights and obligations under these Terms.

23) Assignment clause

  • (a) Neither party may assign or delegate this agreement or its rights or obligations under this agreement without the prior written consent of the other party, whose consent shall not be unreasonably withheld or delayed. Any assignment or delegation that violates this provision shall be void.

24) Applicable Juridiction

  • (a) These Terms are governed by the laws of the State of Western Australia and the courts of the state of Western Australia shall have exclusive jurisdiction to hear any disputes arising from or relating to this agreement.


This statement was last modified on 29/04/2024.