Terms and Conditions of Use

    1. Terms. This document outlines the terms and conditions (Terms and Conditions) upon which Fuji Xerox Australia Pty Ltd (ABN 63 000 341 819) of Level 1, 101 Waterloo Road, Macquarie Park, NSW, 2113 (we, us, our) will provide services to you (you).
    2. Acceptance of Terms. You acknowledge that you have read, understood and agree to be bound by these Terms and Conditions if you submit an order or accept a quote (each an Order): (i) via our online portal (Portal) (a website supported by our or our licensors' proprietary software and databases), by clicking on a button or selecting a check-box indicating your acceptance of these Terms and Conditions; or (ii) in all other cases by submitting an Order with these Terms and Conditions on the back or otherwise referenced. If you do not agree to these Terms and Conditions you will not be allowed to place an Order.
    3. Non Excludable Rights. Nothing in these Terms and Conditions shall be construed as excluding, restricting or modifying any warranty, guarantee or other right enjoyed by you which cannot lawfully be excluded or limited, including but not limited to any statutory guarantee set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Non-Excludable Rights).
    4. Intellectual Property. All intellectual property rights in the Portal and all material used to support the Portal are owned by us, our affiliated companies or licensors and we reserve all our rights in this regard. If we permit you to access the Portal, we grant you such right on a non-exclusive basis to the extent necessary to place an Order for services made available by us at the site at which the services will be provided. We may revoke or suspend this right at any time without notice. Services provided by us may include printing, copying, collation, finishing, delivery, image manipulation, scanning, fulfilment, design, print procurement, mail and courier (Services).
    5. Your Obligations.
      You must:
      (a) ensure that you have all necessary rights, approvals, licences and consents (including without limitation all necessary consents from copyright owners) to: (i) submit Orders for Services; (ii) provide to us (including without limitation via the Portal) any files, information or data (collectively Content); and (iii) grant us (at no cost to us) the rights necessary to reproduce, modify, communicate, distribute, store and create derivative works of the Content to the extent we consider necessary to perform the Services and comply with our obligations;
      (b) remain solely responsible for any Content you submit to us. You must back up all Content and remain solely responsible for its loss or corruption;
      (c) not breach any law in placing an Order or accessing the Portal;
      (d) take your own precautions in respect of virus detection. You are solely responsible for any harmful code that may be introduced into your system(s) by using the Portal or us fulfilling an Order;
      (e) ensure that the Content: (i) is not illegal, defamatory, pornographic, obscene, or offensive; (ii) does not violate or infringe the rights (including without limitation the intellectual property and privacy rights) of any person or breach any law; (iii) does not introduce any virus or harmful code into the Portal or our other systems; and (iv) does not otherwise reflect badly upon us;
      (f) maintain the security of (and not disclose to any third party) any passwords or user identification used by you to access the Portal or place an Order. We may assume anyone using your passwords and/or user identification is you; and
      (g) keep confidential and must not, without our prior written consent, use any ideas, techniques, processes, methodologies or information communicated or otherwise made available by us to you or observed by you as part of the Services.
    6. Your Privacy. Use of any personal data that we collect from you directly will be handled in accordance with our Privacy Policy Statement (a copy of which is available upon request).
    7. Orders. Any Order you place with us (including without limitation via the Portal, email or in person) is an offer by you to purchase a particular Service. We may, at our discretion, accept or reject your offer for any reason. Orders cannot be cancelled unless you: (i) notify us in writing or terminate the Order in the Portal; and (ii) compensate us for all work done and materials used to complete the Order up to the date of cancellation.
    8. Fees. By submitting an Order, you agree to pay the costs of all Services provided pursuant to the Order without set-off or deduction and to accept delivery of the Services.
    9. Delivery. Delivery dates and times are estimates only. Subject to your Non-Excludable Rights, no liability will be accepted by us for any loss, damage or delay suffered due to late or non-delivery of Orders. We are not required to keep a copy of an Order following delivery unless otherwise expressly agreed in writing by us.
    10. Title and risk. Risk in an Order passes to you on delivery. Title passes to you once payment is received in full. Delivery shall be deemed to occur: (i) for Orders that you (or someone on your behalf) physically pick up from our site, when the Order is picked up; (ii) for Orders that require upload to an electronic repository, upon upload by us to the agreed repository; (iii) for email Orders, upon us sending the Order to the nominated email address; (iv) for Orders that require physical delivery by us, upon delivery to the agreed location; or (v) for Orders to be delivered via courier, upon the courier picking up the Order from our site if you select the courier or, if we select the courier, upon delivery to the agreed address.
    11. Inspection. You must inspect the Order within 7 days of the date of delivery. To the maximum extent permitted by law, any complaints or claims arising out of or in connection with the Order must be submitted to us in writing within 7 days of the date of delivery and no claim shall be made by you beyond this point.
    12. Indemnity. To the maximum extent permitted by law, you agree to access the Portal, place Orders and receive the Services on an 'as is' basis, without any warranty from us of any kind. You indemnify us and hold us harmless from and against all losses, actions, claims, suits, demands, liabilities, damages, costs and expenses arising out of or in any way connected with: (i) any breach of law by you; or (ii) claims by third parties against us as a result of our performance of the Services in accordance with the Order (including but not limited to claims for infringement of copyright and/or breach of privacy rights).
    13. Liability. To the maximum extent permitted by law, our total liability to you in contract, tort (including negligence), under statute or otherwise arising out of or in connection with the Portal, the placing of Orders or the Services is limited, at our sole option, to: (i) in the case of goods, any one or more of the following: the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and (ii) in the case of services, any one or more of the following: supplying the services again; or the payment of the cost of having the services supplied again. If we elect to supply the services again, you must provide us with a copy of the relevant Content. We shall not be required to reperform the services if you cannot resupply the Content.
    14. Exclusions. To the maximum extent permitted by law, no liability will be accepted by us for any: (i) indirect, special, incidental or consequential loss or damage; (ii) loss of profits, revenue, opportunity, anticipated savings or goodwill; (iii) loss, corruption or delay of Content, data or information; or (iv) loss, damage or destruction of any of your property unless and only to the extent such loss or damage is caused by our gross negligence.
    15. Force Majeure. We shall not be liable for any delay or other failure in performing our obligations if such delay or failure is caused by circumstances beyond our reasonable control, including, without limitation: floods; fire; war; act of God or nature; terrorism; strikes or labour disputes; breakdown in machinery; unanticipated spikes in demand; or air-conditioning, power, communication, internet, intranet or network failure.
    16. Marketing. Unless and until you notify us otherwise, you consent to us from time to time at our discretion providing you with relevant technology and services updates as well as marketing and promotional materials. We may provide this material by any form (including but not limited to conventional mail, email, SMS, facsimile and/or telephone).
    17. Other Agreements. Nothing in these Terms and Conditions excludes or limits any contractual obligation we may have to any third party on behalf of whom you submit an Order.
    18. Third Party Services. When accessing the Services or any website which contains or references these Terms and Conditions, you may be provided access to third party websites, products or services (collectively, Third Party Services). Your use of any Third Party Services, including any exchange of data (including personal data) or transaction (including payment services) between you and the provider of such Third Party Services is, to the maximum extent permitted by law, solely between you and the provider of such Third Party Services. We encourage you to familiarise yourself with the policies and terms of the provider of the Third Party Services before accessing or using the Third Party Services.
    19. Subcontracting. (i) We may subcontract the work to be performed under these Terms and Conditions without your consent. Subcontracting does not relieve us of our obligations under these Terms and Conditions. (ii) You must not subcontract or appoint an agent in respect of the performance of your obligations under these Terms and Conditions without our prior written consent.
    20. Governing Law. These Terms and Conditions are governed by and construed in accordance with the laws of the state of New South Wales, Australia. You agree to submit to the exclusive jurisdiction of the courts there and any courts of appeal therefrom.
    21. Waiver. Our rights under these Terms and Conditions may only be waived in writing by us.
    22. Severability. Any provision or part of any provision of these Terms and Conditions that is illegal or unenforceable shall be read down to the extent necessary to give legal effect, or shall be severed from these Terms and Conditions if it cannot be read down, and the remaining provisions (and parts of provisions) of these Terms and Conditions remain in full force and effect.
    23.     Fuji Xerox Australia Pty Ltd.
          ABN 63 000 341 819.
          Australian Head Office: Level 1, 101 Waterloo Road, Macquarie Park, NSW, 2113. Phone (02) 9856 5000 Fax (02) 9856 5003