TERMS OF TRADE
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE SITE.
Application of Terms
- These Terms of Service (the Terms) govern your use of our website located in tactilesystems.com.au (the Site) and form a binding contractual agreement between you, the user of the Site and us, Tactile Systems Australia Pty Ltd, ABN 69 105 405 785 trading as Tactile Systems Australia. For that reason, these Terms are important and you should ensure that you read them carefully and contact us with any questions before you use the Site.
- By viewing or browsing the Site, you acknowledge that you have had sufficient chance to read and understand these Terms, and that you agree to be bound by them.
- If you do not agree to these Terms, Application of Terms
1. These Terms set out the contractual basis upon which we agree to supply you with
Goods and Services and apply whenever Goods and Services are quoted for, sold, or
supplied by us to you.
2. Any terms or conditions included in, attached to, or referenced in your Order, or any
other document provided by you (including any purchase order terms subsequently
given to us by you) deviating from, or inconsistent with, these Terms, are expressly
rejected by us and will not vary or supplement these Terms.
3. Each supply which we make following our acceptance of an Order will be regarded as
a separate Contract, which is subject to these Terms.
4. Where we have granted you a credit facility, our Credit Facility Terms apply. In the
event of any conflict or inconsistency between these Terms and our Credit Facility
Terms, our Credit Facility Terms prevail to the extent of the conflict or inconsistency.
5. Quotations made by us are estimates only and will not be construed as an offer or
obligation to supply any Goods or perform any Services.
6. Unless stated otherwise, quotations made by us:
(a) are exclusive of GST;
(b) are exclusive of the costs of delivery; and
(c) will remain valid for a period of thirty (30) days from the date of quotation.
7. You acknowledge and agree that quotations made by us may include additional terms
or conditions, which will supplement (and are intended to be read in conjunction with)
8. If we are required to provide an estimate of measurements and quantities as part of
our quotation, you must verify the accuracy of our estimated measurements and
quantities prior to placing your Order. If you require any changes to our estimated
measurements and quantities, you must request such changes in writing before
placing your Order.
9. Unless specified otherwise, insofar as quotations made by us relate to the
performance of Services, the Price will be based upon Services being performed
during Normal Working Hours on Business Days. If requested by you, we may from
time to time agree to perform Services outside of Normal Working Hours or Business
Days, in which case such Services will be deemed a variation and additional charges
10. We reserve the right to withdraw, vary, or extend the time for acceptance in respect of
any quotation made by us at any time prior to the formation of a Contract in
accordance with clause 13.
Formation of Contract
11. You may accept these Terms (and you will be deemed to accept these Terms) if you,
following receipt of a copy of these Terms:
(a) confirm your acceptance of these Terms; or
(b) place an Order with us.
12. We reserve the right to not accept your Order, without having to provide reasons to
you for doing so. For clarity, nothing in these Terms obliges us to supply you with any
Goods or perform any Services at any time.
13. Any Order placed by you will be construed as an offer. A binding Contract will only
come into existence, if:
(a) we communicate our acceptance of your Order, whether in writing or by
electronic means; or
(b) we supply you with any Goods or perform any Services following receipt of your Order.
14. For clarity, a Contract is formed at the location of ours where your Order is placed.
Price and payment terms
15. Subject to clause 16, the Price payable for the Goods or Services will be in
accordance with our then prevailing price list/rates (as notified by us to you from time
to time), as applicable as at the date of your Order.
16. Where we have issued you a quotation, the Price will be our quoted price (subject to
clauses 6 and 27 to 30) which will be binding on us provided you accept our quotation
in writing within the period it is valid for acceptance.
17. Unless we have granted you a credit facility, the terms of payment are strictly cash
before delivery or on a performance basis.
18. Payment may be made by cash, Electronic Funds Transfer (EFT), VISA, and
MasterCard credit cards. We reserve the right to change the payment methods that
we accept at any time.
19. You acknowledge that we will be at liberty to charge a payment surcharge for
applicable transactions equal to our reasonable cost of acceptance.
20. We reserve the right to require payment of a non-refundable deposit. The amount of
the deposit will be specified in our quotation or will be advised by us and will
immediately become due and payable upon the formation of a Contract in accordance
with clause 13, unless otherwise agreed in writing. For clarity:
(a) where we require payment of a deposit, we are under no obligation to supply any
Goods or perform any Services until the deposit has been received by us in
cleared funds; and
(b) the deposit will be refundable in circumstances where:
(i) you are entitled to a refund under the Australian Consumer Law; or
(ii) you terminate a Contract because of our breach.
21. If GST is imposed on a Taxable Supply made by us to you under any Contract of
which these Terms form part, the price of the Taxable Supply will be equal to the
GST-exclusive consideration that you must pay to us for the Taxable Supply under the
Contract increased by an amount (the “GST Amount”) equal to the amount of GST
payable on that Taxable Supply. The GST Amount is, subject to us issuing a Tax
Invoice to you, payable at the same time and in the same manner as the
consideration to which it relates. If we become liable to pay any tax, duty, excise, or
levy in connection with any Contract of which these Terms form part, you must pay us
these additional amounts upon written demand.
22. For clarity, you acknowledge and agree that we will charge GST on tactile indicators.
23. You must check all Tax Invoices and advise us of any errors or omissions within
seven (7) days of receipt. Failing advice from you that a Tax Invoice contains any
errors or omissions, the Tax Invoice may be deemed accepted by us.
24. Any sums owed to us by you will be made free of any set-off or counterclaim
whatsoever, and without deduction or withholding whatsoever (including by way of
25. We are entitled to deduct or set off against any monies owing to you by us on any
26. If you default in the payment of any money due to us pursuant to any Contract of
which these Terms form part by the date specified in our Tax Invoice, we are entitled
to, without prejudice to any other rights which may be conferred upon us by law or
equity, do any or all of the following:
(a) charge you interest on the outstanding amount at the rate of 10% per annum,
which interest will accrue and will be recoverable for each day (or part thereof),
that the money remains outstanding until payment is received by us in full;
(b) require you to pay, in advance, for any Goods or Services (or any part of the
Goods or Services) which have not yet been supplied; and
(c) suspend or cease the supply of any further Goods or Services to you.
27. If you request or direct that any Goods or Services be supplied that are not strictly in
accordance with our quotation or your Order, then such Goods or Services will
constitute a variation.
28. A notice of variation must be submitted by you in writing and is only effective if
accepted by us in writing.
29. You understand and agree that:
(a) all variations must be agreed in writing prior to the Goods or Services that are the
subject of the variation being supplied; and
(b) all variations will be, in our discretion, invoiced at the rates specified in our
quotation, as specifically quoted, or in accordance with our then
prevailing price list/rates.
30. Notwithstanding clauses 27 to 29, and subject to any rights you might have under the
Competition and Consumer Act 2010 (Cth) or any other legislation, we reserve the
right to vary the quoted Price, if:
(a) the Goods or Services specified in your Order are varied from the Goods or
Services specified in our quotation (or are otherwise varied following the
formation of a Contract);
(b) where additional Services are required due to the discovery of hidden or
unidentifiable difficulties (including, but not limited to, poor weather conditions,
limitations to accessing the site, prerequisite work by any third party not being
completed or being defective, change of design) which are only discovered or
realised following the commencement of the Services; or
(c) otherwise as provided for in these Terms.
31. You may not cancel an Order (or any part of an Order) once a Contract has been
formed, delivery of the Goods cannot be deferred, and Goods ordered cannot be
returned, except with our prior written consent, and then only upon terms that you
reimburse and indemnify us against all losses we have incurred or may incur as a
result of the cancellation, deferral, or return, including third-party supplier restocking
fees, cartage, bank charges, other incidental expenses incurred on any part of your
Order, and loss of profits.
32. Unless our quotation states otherwise, you will be liable for all costs associated with
packaging and delivery, including cartage/freight, handling, and other charges. Where
you have engaged a carrier to deliver the Goods, you will be also be responsible for
the cost of insuring the Goods.
33. You must make all arrangements necessary to take delivery of the Goods whenever
they are tendered for delivery.
34. You acknowledge and accept that any period or date for delivery stated by us is
intended as an estimate only and is not a contractual commitment. We will not in any
circumstances be liable for any loss or damage suffered by you or any third party for
failure to meet any estimated delivery date.
35. Delivery will be made within Normal Working Hours on Business Days, unless
otherwise agreed in writing.
36. Delivery is deemed to occur at the time:
(a) you, or any third party on your behalf, collects the Goods from us;
(b) the Goods are delivered to the delivery location specified in your Order (or to
such other location as otherwise agreed in writing);
(c) your nominated carrier takes possession of the Goods, in which event the carrier
will be deemed to be your agent.
37. If requested by us, you or your duly authorised representative must sign our delivery
docket as confirmation that the Goods ordered by you have been received by you in
apparent good order and condition.
38. If delivery of the Goods is deferred:
(a) at your request; or
(b) due to you being unable to accept delivery of the Goods (for whatever reason),
(c) (where no date for delivery has been specified by you) we are ready to deliver
(d) (where a delivery date has been specified by you) the Goods are due to be
then we will be entitled to charge you, and you must pay to us:
(e) reasonable storage charges (which will accrue daily until such time as the Goods
are delivered); and
(f) a charge to re-deliver the Goods (where delivery has previously been attempted).
39. You acknowledge and accept that:
(a) we may deliver Goods by instalments and reserve the right to require payment
for each separate instalment in accordance with these Terms; and
(b) you are not relieved from any obligation arising under these Terms, or any
Contract of which these Terms form part, by reason of any delay in delivery, and
delay in delivery will not entitle you to rescind the Contract.
Provision of Services
40. Where we have been engaged to perform Services, you must ensure that site
amenities required by our Personnel, including, but not limited to, water, electricity,
and sanitary accommodation (i.e. serviced toilet facilities) are provided for our
Personnel’s use (at no cost to us or our Personnel). If you fail to make such amenities
available to our Personnel, we will be entitled to invoice you any additional costs
incurred by us in procuring or providing such amenities.
41. Prior to the commencement of the Services, you must:
(a) ensure that any other persons are moved to a safe location away from the
installation area for the duration of the performance of the Services;
(b) provide us and our Personnel with such information that we determine may
reasonably be required to perform the Services; and
(c) inform us of any special requirements pertaining to the Order (including site specific
requirements and safety requirements).
42. You acknowledge and agree that:
(a) any estimate for performance or completion of the Services provided by us is an
estimate only and is not a contractual commitment;
(b) unless specified by us in writing, we make no warranty or representation that we
will be capable of performing or completing the Services within any timeframe
specified by you;
(c) you are not relieved from any obligation arising under any Contract of which
these Terms form part by reason of any delay in the performance or completion
of the Services; and
(d) we may suspend or cease performance of the Services at any time upon written
notice to you if, in the reasonable opinion of us or our Personnel, it would be
unsafe for any person for us to perform (or continue to perform) the Services.
43. You must at all reasonable times during the performance of the Services permit our
Personnel to have free, clear, and unrestricted access to the site and installation area
to enable us to fulfil our obligations without unreasonable interruption, impediment,
delay, or obstruction.
44. If you make available access to any site where the Services are to be performed, you
warrant that the site is safe and that it complies with all relevant work health and
safety laws and standards.
45. If free, clear, and unrestricted access to the site or installation area is not available to
us and our Personnel in accordance with clause 43, we reserve the right to suspend
or cease the provision of Services upon the provision of written notice to you.
46. Risk of loss or damage to the Goods passes to you upon delivery to you or to your
agent or to a carrier commissioned by you in accordance with clause 36.
47. You must insure the Goods for their full replacement value on or before delivery
against all losses which may be sustained as a result of the loss, damage, or
destruction of the Goods (or any part thereof) by accident, theft, fire, explosion, flood,
negligence, and such other insurable causes as may be available and must include us
48. If you request that Goods are to be delivered either to an unattended location, left
outside your premises, or left outside our premises for collection, you acknowledge
that we may deliver the Goods as requested at your sole risk.
49. You acknowledge and agree that variations of colour and shade are inherent in all
Goods. While we will make every effort to match the colour and shade of the Goods,
we will not be liable for any loss, damages, or costs (howsoever arising) resulting from
any variation in colour or shading between batches of Goods or sale samples and the
final Goods supplied.
50. You acknowledge and accept that Goods supplied may:
(a) fade or change colour over time;
(b) expand, contract, or distort as a result of exposure to heat, cold, or the elements;
(c) mark or stain if exposed to certain substances; and
(d) be damaged or disfigured by impact or scratching.
Retention of title
51. Until such time as you have made payment in full for the Goods and until such time as
you have made payment in full of all other money owing by you to us (whether in
respect of money payable under a specific Contract or on any other account
whatsoever) title in the Goods does not pass to you, and you agree that property and
title in the Goods will not pass to you, and we retain the legal and equitable title in
those Goods supplied and not yet sold.
Claims and returns
52. You must, within seven (7) days of the date of delivery:
(a) give us written notice, with particulars, of any claim that the Goods delivered are
not in accordance with your Order (including any claim for shortfall, incorrect
supply, or damage to the Goods); and
(b) provide us with photographic evidence (to our satisfaction) of any alleged
damage to the Goods.
53. Unless otherwise agreed in writing, you must pay all costs associated with the return
of any Goods (either to us or from us to you or any third party) including freight,
insurance, handling, and other charges.
54. Goods cannot be returned to us without our prior written consent. To the permitted by
law, Goods that have been specifically produced or procured at your request cannot
be returned in any circumstances.
55. Any return (except for Goods deemed by us to be incorrectly supplied or deemed by
us to be defective) will incur a handling and administration charge of 20% of the
purchase Price of the returned Goods, unless otherwise agreed in writing.
56. Goods to be returned to us must be unsoiled, undamaged, packed and wrapped
appropriately, and must include all original packaging and documentation.
57. We accept no liability for any damage that occurs to any Goods in return transit.
58. You warrant and represent to us that any Customer Material provided to us:
(a) is accurate and correct; and
(b) will not infringe the Intellectual Property Rights of any third-party.
59. To the extent permitted by law, we accept no liability for any loss, damage, or costs
(including, without limitation, rectification costs) incurred by you or by any third party
because of the Customer Material being inaccurate or incorrect.
Description of Goods
60. It is a condition of sale that any description or specification given by us or contained in
our printed literature is for general indicative purposes only and does not render us
responsible in any way, except to the extent that the Goods will comply with the
standards set out in such description or specification and that such description or
specification shall not be taken as implying or giving any undertaking as to fitness for
any particular purpose.
61. If any Goods are required for a particular purpose, you must clearly specify that
purpose in writing in your Order and must obtain written assurance from us that the
Goods when supplied will meet that requirement. If you do not specify the particular
purpose and we do not expressly undertake in writing that the Goods will be fit for the
specified purpose, then you agree that you did not rely on our skill or judgment in
relation to the suitability of the Goods for a particular purpose.
62. All right, title and interest in the Intellectual Property Rights in and to all Works, and all
Goods sold or supplied by us are, and will at all times, remain our property.
63. All improvements, derivatives and modifications to the Intellectual Property Rights
contemplated by clause 62 (the “Improvements”) vest in us immediately on creation.
To the extent necessary to give effect to this clause 63, you assign to us all right, title,
and interest in the Improvements.
64. You acknowledge and agree that you have no rights to use our Intellectual Property
Rights under these Terms, except as expressly set out herein, unless otherwise
agreed in writing.
65. You are liable for and indemnify us in respect of all liability, claims, damage, loss,
costs, and expenses (including collection costs, debt recovery fees, and legal costs on
an indemnity basis) that we may suffer or incur at any time, directly or indirectly,
arising out of or in connection with:
(a) any default by you in the performance or observance of your obligations under
any Contract of which these Terms form part; or
(b) any damage caused by, or materially contributed to by, other tradesmen during
or after the performance of the Services.
66. Your liability to indemnify us will be reduced proportionally only to the extent that:
(a) any negligent act or omission by us or a breach of our obligations under any
Contract of which these Terms form part has contributed to the liability, claim,
damage, loss, cost, or expense which is the subject of the indemnity; or
(b) these Terms make us specifically liable for any cost or expense or rectifying or
repairing any defect in, malfunction of, or damage to the Goods.
67. Your liability to indemnify us is a continuing obligation separate and independent from
your other obligations and survives the performance or termination of any Contract of
which these Terms form part.
68. It is not necessary for us to incur any expense or make any payment before enforcing
our rights of indemnity conferred by these Terms.
Nature of relationship
69. For the removal of doubt, nothing in these Terms, or any Contract of which these
Terms form part, is to be construed as giving rise to a relationship of agency,
partnership, joint venture, trust, or other relationship with duties or incidents different
from those of parties to an arm’s-length contract.
Limitation of liability
70. To the extent permitted by law, we will not be liable for:
(a) any colour contrast between the Goods and the surrounding substrate;
(b) the fitting of stair nosing which causes the stairs to be non-compliant with any
building code or relevant standard (i.e. where the height of the riser is incorrect
and does not allow for stair nosing); or
(c) damage caused by water ingress as a result of core hole drilling.
71. We will not be liable for any loss or damage, however caused (including by our
negligence), suffered or incurred by you in connection with any incorrect information
contained in an Order or otherwise provided by or on behalf of you to us from time to
72. Subject to clauses 70, 71, 73, 74, and 76, our liability for any loss or damage,
however caused (including by our negligence), suffered or incurred by you in
connection with any Contract of which these Terms form part is limited to the sum
paid to us by you in respect of that Contract prior to the date you first suffered loss or
damage in connection with that Contract.
73. The limitation contemplated in clause 72 is an aggregate limit for all
claims, whenever made.
74. Subject to clause 76, we are not liable for any Excluded Loss, however caused
(including by our negligence), suffered or incurred by you in connection with any
Contract of which these Terms form part.
75. For clarity, and without limiting clauses 70 to 74, the Parties agree that clauses 70 to
74 are to apply in connection with a breach of a Contract, anticipated breach of a
Contract, and other conduct regardless of the seriousness or nature of that breach,
anticipated breach, or other conduct.
76. If the Competition and Consumer Act 2010 (Cth) or any other legislation provides that
there is a guarantee in respect of any Goods or Services supplied in connection with
any Contract of which these Terms form part and our liability for failing to comply with
that guarantee cannot be excluded but may be limited, clauses 70 to 74 do not apply
to that liability and instead our liability for such failure is limited to, in the case of a
supply of Goods, us replacing the Goods or supplying equivalent Goods, or in the
case of a supply of Services, us supplying the Services again or paying the cost of
having the Services supplied again.
Termination of Contract
77. We may, with immediate effect, terminate any Contract of which these Terms form
part by written notice to you, if:
(a) you fail to make payment of a deposit required by us or any amount owed to us
as and when due;
(b) you commit a material or persistent breach of these Terms and do not remedy
the breach within seven (7) days of receipt of a notice identifying the breach and
requiring its remedy; or
(c) we are no longer able to, for whatever reason, supply the Goods or Services (or
any part of the Goods or Services).
78. For clarity, termination of any Contract of which these Terms form part will not affect
the rights which have already accrued to a Party at the time of termination, whether
under that Contract or otherwise.
79. You will pay our costs and disbursements incurred in pursuing any recovery action, or
any other claim or remedy, against you, including collection costs, debt recovery fees,
bank dishonour fees, and legal costs on a full indemnity basis.
Building Industry Fairness (Security of Payment) Act 2017 (Qld)
80. At our sole discretion, if there are any disputes or claims for unpaid Goods or
Services, then the provisions of the Building Industry Fairness (Security of Payment)
Act 2017 (Qld) may apply.
81. Nothing in these Terms is intended to have the effect of contracting out of any
provisions of the Building Industry Fairness (Security of Payment) Act 2017 (Qld)
except to the extent permitted by the Act where applicable.
82. We are not liable to you for any delay or failure to perform any obligation under any
Contract of which these Terms form part if such delay or failure to perform is due to:
(a) your failure to:
(i) make a selection;
(ii) have the site ready for installation; or
(iii) notify us that the site is ready.
(b) a Force Majeure Event.
Variation of Terms
83. No variation of these Terms, or any Contract of which these Terms form part,
requested by you will be effective, unless varied in writing and agreed between the
Parties. Clerical errors (such as spelling mistakes, grammatical errors, or numerical
errors) may be subject to correction by us without notification.
84. We may amend these Terms by notifying you in writing. The amended Terms will
apply to any Order placed by you following us notifying you of the amendments.
85. You acknowledge that we reserve the right to subcontract:
(a) the manufacturing and supply of any part of the Goods to be supplied; and
(b) the Services to be performed (or any part of those Services),
however, any subcontracting of the Goods or Services to be supplied will not relieve
us of any of our obligations to you under any Contract of which these Terms form part.
86. Neither Party may assign, transfer, or novate its rights or obligations under any
Contract of which these Terms form part without the prior written and fully informed
consent of the other (which consent must not be unreasonably withheld).
87. A waiver of any provision or breach of these Terms, or any Contract of which these
Terms form part, will only be effective if made by the affected Party in writing. If a
Party elects not to enforce its rights arising as a result of a breach of a Contract, that
will not constitute a waiver of any rights in relation to any subsequent or other breach.
88. If any provision of these Terms, or any Contract of which these Terms form part, is
illegal, invalid, or unenforceable, it will be read down so far as necessary to give it a
valid and enforceable operation or, if that is not possible, it will be severed from the
Contract. Other provisions which are self-sustaining are, and will continue to be,
enforceable in accordance with their terms.
89. Subject to clause 4, the Contract constitutes the entire agreement and understanding
between the Parties. All previous negotiations, understandings, representations,
warranties, memoranda, or commitments about the subject matter of the Contract are
merged in the Contract and are of no further effect. No oral explanation or information
provided by a Party to another Party affects the meaning or interpretation of the
Contract, or constitutes any collateral agreement, warranty, or understanding.
90. These Terms, and any Contract of which these Terms form part, will be governed by
and construed in accordance with the laws of Queensland, and the laws of the
Commonwealth of Australia in force in Queensland.
91. The Parties submit to the non-exclusive jurisdiction of the courts of Queensland and
the relevant federal courts and courts competent to hear appeals from those courts.
92. Unless the contrary intention appears, in these Terms:
“Australian Consumer Law” means the Australian Consumer Law as set out in
Schedule 2 to the Competition and Consumer Act 2010 (Cth).
“Business Day” means a day that is not a Saturday, Sunday, or public holiday in
“Contract” means a contract for the supply of Goods or Services, as constituted by
our quotation (if any), your Order, and these Terms.
“Credit Facility Terms” means our credit facility terms, as set out in the credit
agreement executed by you (where applicable).
“Customer,” “you,” “your” means the corporation, partnership, person, or other entity
acquiring Goods or Services from us.
“Customer Material” means any information or documentation provided to us by you
(or on your behalf) in the course of us supplying the Goods or Services.
“Excluded Loss” means any:
(a) consequential loss;
(b) loss of revenues;
(c) loss of reputation;
(d) loss of goodwill;
(e) loss of profits;
(f) loss of bargain;
(g) indirect loss;
(h) special loss;
(i) lost opportunities, including opportunities to enter into arrangements with third
(j) loss or damage in connection with claims against you by third parties; or
(k) loss or corruption of data.
“Force Majeure Event” means any act of God, acts, decrees, or regulations of
Government Authorities, casualty, fire, explosion, storm, flood, frost or snow,
earthquake, embargo, industrial action, strike, lockout, civil commotion, riot,
insurrection, war, epidemic or pandemic, damage to or destruction of facilities,
equipment or mechanical breakdown, failure of a third-party supplier or service
provider, or any other cause beyond our reasonable control.
“Goods” means all goods supplied by us to you (and where the context so permits
includes any performance of Services) and as are described on our Tax Invoices,
quotation, or any other forms as provided by us to you.
“Government Authority” means:
(a) a government or government department or other body;
(b) a governmental, semi-governmental, or judicial person; or
(c) a person (whether autonomous or not) who is charged with the administration of
“GST” has the meaning given to it by the GST Act.
“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“Intellectual Property Rights” means all industrial and intellectual property rights
throughout the world, whether present or future, and whether protectable by statue, at
common law or in equity, including rights in relation to copyright, trade secrets, know
how, trade marks (whether registered or unregistered or whether in word or
logo/device form), designs, patents and patentable inventions, including the right to
apply for registration of any such rights.
“Normal Working Hours” means 08:00am to 4:00pm.
“Order” means a written or oral order placed by you offering to acquire Goods or
Services from us.
“Parties” means Tactile Systems and the Customer, and “Party” means either
one of them.
“Personnel” means officers, employees, and agents engaged by each Party (but
does not include the other Party) and, in the case of Tactile Systems, includes its
subcontractors (and any employee of those subcontractors).
“Price” means the price payable for the Goods or the Services, as notified by us to
you from time to time.
“Services” means all services performed by us (and where the context so permits
includes any supply of Goods).
“Tactile Systems,” “we,” “us,” “our” means Tactile Systems Australia Pty Ltd
ACN 105 405 785.
“Tax Invoice” and “Taxable Supply” have the same meaning as in the GST Act.
“Terms” means these terms of trade.
“Works” means all literary, artistic, and other works, including all physical works,
production materials and subject matter created solely or jointly with others, by us in
the course of or in relation to any Contract in which Intellectual Property Rights may
subsist and all drafts, variations, alterations, and adaptations of such works or subject
matter (whether currently existing or created in the future).
93. If there is any conflict, ambiguity, or inconsistency between any of the documents
which comprise a Contract, it is expressly agreed the order of precedence will be (in
descending order of precedence):
(a) any additional terms or conditions contained in our quotation (where applicable);
(b) our Credit Facility Terms (where applicable);
(c) these Terms; and
(d) any other documents issued by us.
94. Unless the contrary intention appears, a reference to:
(a) these Terms or another document includes any variation or replacement of them
notwithstanding any change in the identity of the Parties;
(b) a reference to a clause is a reference to a clause contained in these Terms;
(c) the singular includes the plural and vice versa;
(d) “right” includes a benefit, remedy, authority, discretion, or power;
(e) “information” is to information of any kind in any form or medium, whether formal
or informal, written or unwritten (e.g. computer software or programs, concepts,
data, plans, reports, drawings, specifications, ideas, knowledge, procedures,
source codes or object codes, technology or trade secrets);
(f) “person” includes a natural person, partnership, body corporate, association, joint
venture, Government Authority, or other entity;
(g) a person includes the person’s successors, executors, administrators, substitutes
(including a person who becomes a Party by novation), and assigns; and
(h) any statute, ordinance, code, or other law includes regulations and other
statutory instruments under any of them and consolidations, amendments, reenactments,
or replacement of any of them.
95. Headings are for convenience only and will not affect the interpretation of these
96. The meaning of general words is not limited by specific examples introduced by
including, for example, or similar expressions.
97. The expressions “in writing” or “written” means any expression of information in
words, numbers, or other symbols, which can be read, reproduced, and later
communicated, and includes electronically transmitted and stored information.
98. Where two or more persons are defined as a Party in these Terms, that term means
each of the persons jointly, each of them severally, and any two or more of them
99. An agreement, covenant, obligation, representation, or warranty on the part of two or
more persons binds them jointly and severally and an agreement, covenant,
obligation, representation, or warranty in favour of two or more persons is for the
benefit of them jointly and severally.
100. Unless specified otherwise, all reference to sums of money is in terms of Australian
currency (AUD), and all documents and correspondence between the Parties will be
in the English language.
101. Nothing in these Terms is to be read or construed to purport to exclude, restrict, or
modify or have the effect of excluding, restricting, or modifying the application in
relation to the supply of Goods or Services all or any of the provisions the Competition
and Consumer Act 2010 (Cth) or any other law which cannot be excluded, restricted,
Terms last updated on: 28th November 2022