Website Terms & Conditions

1. Application

These Terms and Conditions apply to all products, online purchases, hardware sales, software subscriptions, professional services, customer projects, deployments, managed services, helpdesk services, call centre support, infrastructure services, network services, systems integration, payment solution services and related technical services supplied by POS Central Pty Ltd.

These Terms govern all transactions between POS Central and its customers, including:

(a) Purchases made through the POS Central website;

(b) Quotations, proposals and accepted orders;

(c) Statements of work ("SOWs");

(d) Managed service agreements;

(e) Project schedules;

(f) Service orders;

(g) Invoices;

(h) Purchase orders accepted by POS Central; and

(i) Any other written instruction or request for services accepted by POS Central.

2. What these terms cover

2.1 Online purchase terms

Online purchase terms cover website access, account registration, product listings, product descriptions, online checkout, pricing, stock availability, freight, delivery, risk, returns, manufacturer warranty handling and other online product sale matters. Online product purchases are governed by these Terms unless a signed SOW, accepted proposal, accepted quotation or invoice states otherwise.

2.2 Customer project and order terms

Customer project and order terms cover agreed project work, hardware rollouts, site installations, deployment services, configuration work, migrations, refresh work, professional services and other non-standard customer work. These matters should be described in a SOW, accepted proposal, quotation or service order.

2.3 Outsourced services terms

Outsourced services terms cover managed IT services, helpdesk support, remote support, onsite support, service desk operations, dedicated support queues, call centre support, vendor coordination, infrastructure management and recurring operational support. The relevant SOW should state service hours, support channels, scope, exclusions, service levels, fees and governance rules.

2.4 Software terms

Software terms cover third-party software, SaaS platforms, subscriptions, licences, application configuration, software support coordination, updates, integrations, data migration and related software services. Third-party software remains subject to the relevant vendor's licence terms and service terms.

2.5 Payment solutions terms

Payment solutions terms cover payment terminals, payment software, merchant services coordination, gateway integration support, payment provider onboarding assistance and payment-related support. POS Central is not a bank, acquirer, payment processor or financial services provider unless expressly stated in a signed agreement.

2.6 AI Usage Policy

The AI Usage Policy covers POS Central's responsible internal use of approved AI tools to support service delivery, documentation, ticket classification, quality review, knowledge management and operational efficiency, subject to confidentiality, privacy, security and human review controls.

2.7 Amendment and acceptance of terms

POS Central may amend these Terms from time to time by publishing updated terms on its website. A customer's continued use of the website, placement of an order, acceptance of a quotation, payment of an invoice or continued receipt of Services after the updated terms are published will constitute acceptance of the updated terms, to the extent permitted by law.

Customers should review these Terms each time they access the website, place an order or request Services from POS Central.

2.8 Registered users and account access

Some website services may require the customer to register an account. The customer must provide true, accurate and complete registration information and must keep that information current.

The customer is responsible for maintaining the confidentiality of usernames, passwords and account access credentials issued to or created by the customer.

The customer is responsible for all activity carried out through its account, except to the extent caused by POS Central's negligence, breach of law or unauthorised act.

POS Central may suspend or terminate account access where the customer breaches these Terms, provides false information, creates a security risk, misuses the website or fails to pay amounts due.

POS Central's collection, storage and use of registration information is governed by its Privacy Policy.

2.9 Age, product information and website content

Products and website services are offered to persons aged 18 years and over. By placing an online order, the customer confirms that it is at least 18 years old or is placing the order on behalf of a business entity with authority to do so.

POS Central endeavours to keep product information, pricing, stock information and descriptions accurate and current. However, product descriptions, specifications, images, colours, accessories, packaging and availability may vary from time to time.

Product images are provided for illustration only and may not reflect the exact colour, size, configuration, accessories, packaging or options supplied.

POS Central may correct any error, omission, misdescription, pricing error, stock error or technical error on the website. Where an error materially affects an order before acceptance, POS Central may reject or cancel the order and refund any amount paid for the affected item, to the extent permitted by law.

2.10 Online product orders

An online order is an offer by the customer to purchase the relevant products. POS Central may accept or reject an order within 7 days after receiving it.

POS Central is not required to give reasons for rejecting an order. Common reasons may include lack of stock, pricing error, discontinued product, supplier issue, payment issue, suspected fraud or incorrect product information.

If POS Central has not accepted an order within 7 days, the order is deemed rejected unless POS Central and the customer agree otherwise.

Once an order is submitted, the customer may not cancel it unless POS Central agrees or the customer has a non-excludable right under law.

Packaging, postage, freight, delivery, courier and handling charges are additional unless expressly included at checkout, in the quotation or in the invoice.

All online prices are in Australian Dollars unless stated otherwise. Prices are inclusive of GST for online product purchases unless stated otherwise. For business quotations, SOWs, project work and managed services, Fees are exclusive of GST unless stated otherwise.

2.11 Delivery, title and risk

Delivery times are estimates only unless POS Central expressly agrees to a fixed delivery obligation in writing.

Title in products passes to the customer only after POS Central has received full cleared payment for those products.

To the extent permitted by law, risk of loss or damage passes to the customer when the products are dispatched to the customer, collected by the customer, or handed to the carrier, courier or delivery provider.

The customer must ensure delivery details are accurate and that someone is available to receive delivery where required. POS Central is not responsible for failed delivery, delay or additional freight cost caused by incorrect delivery details, site access issues, customer unavailability or carrier issues outside POS Central's control.

2.12 Product returns, RA process and manufacturer warranty

This section is subject to any non-excludable rights the customer may have under the Australian Consumer Law or other applicable law.

Products must not be returned without a valid return authorisation number issued by POS Central or its returns team.

The return authorisation number must be clearly shown on a removable label on the outside of the shipping carton. Writing, stickers or labels applied directly to original product packaging may result in rejection of the return or additional charges.

Returned products must be complete, unused where applicable, and returned with all original packaging, manuals, cables, accessories, disks, inserts and other supplied items. Original internal and external packaging must be protected during return freight.

Returned products must be received by POS Central, its warehouse or its supplier within 7 days after the return authorisation number is issued, unless POS Central agrees otherwise in writing.

The customer is responsible for return freight, insurance and delivery risk unless POS Central is required by law to bear those costs or POS Central agrees otherwise in writing.

The customer must retain proof of delivery or consignment information for returned products and provide it to POS Central on request.

Where a product is returned for manufacturer warranty assessment, the manufacturer, distributor or vendor may determine whether the product is faulty and whether repair, replacement, credit or rejection applies under the relevant warranty process.

Manufacturer warranty handling may be delayed by vendor lead times, stock availability, testing requirements, freight delays and manufacturer or distributor procedures.

Physical damage, misuse, liquid damage, unauthorised repair, unauthorised modification, incorrect installation, improper handling or use outside manufacturer specifications may void warranty rights to the extent permitted by law.

If a returned product is tested and no fault is found, the customer may be responsible for vendor testing charges, freight charges, handling charges and return costs, to the extent permitted by law.

Change-of-mind returns are accepted only where POS Central agrees. If accepted, unopened goods must be returned within 7 days of purchase and may be subject to restocking fees. Unless POS Central agrees otherwise, a restocking fee of 50% or more may apply to consumables and a 20% restocking fee may apply to other products. Shipping charges may be deducted from any refund.

If goods are returned used, damaged, incomplete, missing packaging or not suitable for resale, POS Central may apply a higher deduction or reject the return, to the extent permitted by law.

If the customer receives the wrong product, a faulty product or a product that is damaged on arrival, the customer must notify POS Central through the designated contact channel within 7 business days after delivery.

If goods are visibly damaged at delivery, the customer must notify POS Central at [email protected] within 24 hours and provide photographic evidence of the damage, packaging and shipping label.

2.13 Website access licence and prohibited use

POS Central grants the customer a limited, revocable, non-exclusive licence to access and use the website for personal or internal business purposes.

The customer may download or print website information for personal or internal business use only, provided copyright notices, trade marks and proprietary notices are not removed or altered.

Except as permitted by law, the customer must not copy, reproduce, republish, distribute, display, modify, commercialise, scrape, harvest, mirror, frame, metatag or otherwise exploit website content without POS Central's prior written consent.

The customer must not use data mining tools, robots, crawlers, scraping tools, extraction tools or automated systems to access, copy or extract website data without POS Central's prior written consent.

POS Central may restrict, suspend or block access to the website where it reasonably believes the website is being misused or accessed in breach of these Terms.

3. Key definitions

3.1 Client means the entity receiving the Services.

3.2 Client Data means data, records, credentials, personal information, system information, files, logs, tickets, configurations, documentation and materials supplied by or on behalf of the Client.

3.3 Deliverables means configurations, scripts, project documents, reports, asset records, support materials or other outputs POS Central creates for the Client under a SOW.

3.4 Existing Materials means POS Central's pre-existing know-how, templates, tools, methods, scripts, workflows, documentation, software, diagnostics, service processes and technical knowledge.

3.5 Fees means all project fees, milestone fees, recurring fees, hourly rates, call-out charges, expenses, disbursements, product charges, licence charges and third-party costs payable for the Services.

3.6 Online Terms means POS Central's online Terms and Conditions located at https://www.poscentral.com.au/terms-and-conditions.html, being the version applicable at the time the relevant SOW or order is accepted unless the parties agree otherwise in writing.

3.7 Services means the services described in a SOW or accepted order and governed by this Schedule.

3.8 SOW means a statement of work, signed proposal, accepted quotation, project schedule, service schedule, managed service schedule, work order or other written scope document issued or accepted by POS Central.

3.9 Third-Party Services means products, software, licences, networks, cloud services, telecommunications, internet services, payment services, vendor platforms, manufacturer warranties and services supplied or controlled by third parties.

4. Services and exclusions

4.1 The Services may include project deployments, hardware rollouts, managed IT services, infrastructure management, helpdesk, call centre support, remote support, onsite support, network configuration, systems integration, application coordination, payment solution support, software support coordination, vendor coordination and related professional services.

4.2 The scope, sites, service hours, deliverables, fees, assumptions, service levels and exclusions are those stated in the SOW.

4.3 Unless expressly included in the SOW, the Services exclude replacement hardware, consumables, software licences, subscriptions, manufacturer warranty charges, electrical work, building works, structured cabling, civil works, shopfitting, payment gateway certification, PCI audits, regulated financial services, cybersecurity incident response, forensic investigation, penetration testing, custom software development, after-hours onsite attendance, freight, courier, non-standard travel and support for systems, hardware, applications or locations not identified in the SOW.

4.4 Product sale, delivery, returns, manufacturer warranty, title and risk terms in POS Central's online Terms and Conditions continue to apply to hardware, consumables and third-party products supplied with or alongside Services, unless the SOW states otherwise.

5. SOW acceptance and commencement

5.1 A SOW is accepted when it is signed, accepted by email, referenced in a Client purchase order accepted by POS Central, paid in whole or part, or when the Client instructs POS Central to start work after receiving the SOW or proposal.

5.2 Each SOW is a separate engagement under this Schedule.

5.3 If the Client requests work before a SOW is fully executed, POS Central may treat that request as an instruction to proceed on a time and materials basis at POS Central's applicable rates.

5.4 POS Central is not required to start or continue work until the Client has met all agreed prerequisites, including access, information, approvals, licences, site readiness and payment requirements. For customised orders, project-specific orders or large-volume unit orders, POS Central may also require payment of the applicable deposit before procurement, configuration, stock allocation or project commencement.

6. Delivery standard and personnel

6.1 POS Central will provide the Services with due care and skill and in a commercially reasonable manner.

6.2 POS Central will use reasonable endeavours to meet agreed milestones, service levels and support targets. They depend on Client cooperation, site readiness, third-party performance, access availability, accurate information and timely approvals.

6.3 POS Central may deliver Services remotely, onsite, offshore, cross-border or through blended teams. POS Central may use employees, group companies, contractors, field technicians, call centre agents and specialist resources.

6.4 POS Central remains responsible for Services performed by its personnel, but is not responsible for acts or omissions of Client-appointed vendors, Client staff, carriers, landlords, internet service providers, payment providers, banks, software vendors or other third parties outside POS Central's control.

7. Client obligations and site access

7.1 The Client must provide accurate scope information, technical information, asset data, site details, contacts, approvals, vendor authority, system access, remote access, credentials, licences and other prerequisites required for the Services.

7.2 The Client must ensure sites are ready, safe and accessible, Client representatives are available, staff follow reasonable troubleshooting instructions, and current backups are maintained before configuration, migration, installation, repair or support activity.

7.3 The Client must not provide payment card data, health information, sensitive information, government identifiers or other regulated data unless the SOW requires it and POS Central has agreed the handling requirements.

7.4 POS Central may defer or charge for waiting time, failed visits, repeat attendance, rework, no-access visits, site-not-ready visits, no-fault-found visits and other delays caused by Client-side issues.

7.5 POS Central may decline or defer onsite work where remote troubleshooting has not been completed, access is unavailable, the site is unsafe or not ready, the issue is caused by a third party, or the work exceeds the agreed onsite allowance.

8. Helpdesk, tickets and service levels

8.1 POS Central may provide support through phone, email, portal, chat, ticketing systems, remote support tools or other agreed support channels.

8.2 POS Central may use its own service management, ticketing and remote support platforms unless the SOW requires another agreed platform.

8.3 Multiple contacts about the same incident may be treated as one ticket. Unrelated issues may be logged as separate tickets.

8.4 Service levels apply only where expressly stated in the SOW. Unless the SOW states otherwise, service levels are response and update targets, not guaranteed resolution times.

8.5 Service levels start when a ticket is validly logged through an agreed support channel with enough information for POS Central to assess the issue.

8.6 Service levels are paused or excluded while POS Central is waiting for Client information, Client approval, site access, third-party action, vendor response, ISP response, bank response, payment provider response, hardware, parts, licences, remote access, power, building services, telecommunications, correction of unsupported changes or other matters outside POS Central's control.

9. Major incidents and third-party vendors

9.1 Major incidents are managed under the process stated in the SOW. If no process is stated, POS Central will use commercially reasonable efforts to restore service, coordinate relevant vendors and provide updates through agreed channels.

9.2 Formal post-incident reports, war rooms, executive bridges, root cause reports and service credits are included only if expressly stated in the SOW.

9.3 Where vendor coordination is included, POS Central may raise, chase and manage vendor tickets on the Client's behalf after reasonable Level 1 troubleshooting.

9.4 Third-party vendors remain responsible for their own products, services, platforms, networks, warranties, remediation, performance, service levels and outages. Vendor-dependent time is excluded from POS Central-controlled service level reporting unless the SOW states otherwise.

10. Change control and acceptance

10.1 A change is any request outside the agreed scope, assumptions, deliverables, volumes, service hours, locations, milestones, support channels, service levels, dependencies or exclusions in the SOW.

10.2 POS Central is not required to perform a change unless approved in writing. Approval may be by signed variation, email approval, accepted quotation, revised SOW, accepted purchase order or written ticket approval.

10.3 POS Central may charge approved changes on a fixed price, milestone, recurring fee or time and materials basis.

10.4 For project Deliverables, the Client must review and notify material non-conformities within 10 business days after delivery unless the SOW states another review period.

10.5 A Deliverable is accepted when the Client confirms acceptance, uses it in production, fails to issue a valid non-conformity notice within the review period, or the Deliverable materially meets the agreed acceptance criteria.

11. Fees, expenses and payment

11.1 The Client must pay the Fees stated in the SOW, accepted proposal, accepted quotation, online order, service order or invoice.

11.2 Fees may include fixed project fees, milestone fees, recurring managed service fees, time and materials fees, call-out fees, onsite attendance fees, emergency support fees, licence fees, product charges, expenses, disbursements and third-party costs.

11.3 Recurring managed service fees are payable monthly in advance unless the SOW states otherwise. Project and milestone fees are payable on the billing events stated in the SOW.

11.4 Fees are exclusive of GST and other applicable taxes unless stated otherwise.

11.5 The Client must pay invoices by the due date. The Client must pay undisputed amounts on time even if another amount is disputed in good faith.

11.6 Unless expressly included in the SOW, the Client is responsible for hardware, licences, subscriptions, freight, courier, travel, accommodation, parking, tolls, consumables, vendor fees, manufacturer fees, import duties and third-party charges.

11.7 POS Central may suspend Services after written notice if undisputed amounts are overdue, credit terms are breached, payment security is not maintained or a material credit risk arises.

11.8 For customised orders, special-order goods, project-specific hardware, configured products, made-to-order items, non-standard products, imported stock, or large-volume unit orders, POS Central may require a deposit before accepting the order, placing supplier orders, allocating stock, commencing configuration or starting project work.

11.9 Unless the SOW, quotation, proposal or invoice states otherwise, the required deposit for a customised order, project order or large-volume unit order is 50% of the total order value.

11.10 Once the Client signs the SOW, accepts the quotation or proposal, issues a purchase order accepted by POS Central, pays the deposit, or otherwise instructs POS Central to proceed, the Client authorises POS Central to order, procure, reserve, configure or allocate the relevant goods, licences, subscriptions, third-party services and project resources.

11.11 After POS Central has ordered, procured, reserved, configured or allocated the relevant goods, licences, subscriptions, third-party services or project resources, the order becomes non-cancellable except where required by law or agreed by POS Central in writing.

11.12 The Client remains liable to pay the full balance of the order value and any approved or committed third-party costs, supplier costs, licence costs, freight, storage, configuration costs, cancellation charges, restocking charges, demobilisation costs and other reasonable costs incurred by POS Central in connection with the order.

11.13 The deposit may be applied by POS Central toward supplier deposits, procurement costs, configuration work, project preparation, cancellation charges, restocking charges, committed third-party costs or any unpaid amount owed by the Client in connection with the order. This clause does not exclude, restrict or modify any non-excludable rights the Client may have under applicable law.

12. Software terms

12.1 Where POS Central supplies, resells, configures, supports or coordinates software, the Client receives only the rights granted by the relevant software owner or vendor.

12.2 The Client must comply with all third-party software licence terms, SaaS terms, acceptable use policies, subscription terms, data processing terms and usage restrictions.

12.3 Software licences, subscriptions, renewals, support entitlements, version upgrades and vendor fees are excluded unless expressly included in the SOW or invoice.

12.4 POS Central is not responsible for vendor software defects, SaaS outages, end-of-life software, unsupported versions, licence audits, vendor price changes, vendor data loss or vendor service changes.

12.5 Data migration, software customisation, integration, reporting, API work, testing, training and user acceptance support are included only where expressly stated in the SOW.

13. Payment solutions terms

13.1 Payment solution services may include terminal supply, payment hardware installation, payment software setup, merchant services coordination, gateway integration support, provider escalation and payment-related technical support.

13.2 Unless expressly stated in a signed agreement, POS Central does not provide banking, acquiring, payment processing, credit, financial product advice, financial services, chargeback management or settlement services.

13.3 The Client is responsible for merchant approvals, bank approvals, payment provider contracts, transaction fees, settlement, chargebacks, refunds, disputes, PCI compliance, payment account credentials and compliance with payment provider terms.

13.4 POS Central is not responsible for outages, declines, settlement delays, chargebacks, fraud decisions, transaction errors, gateway failures, bank actions or payment provider performance outside POS Central's control.

13.5 Any payment integration, certification, compliance testing or payment gateway development is excluded unless expressly included in the SOW.

14. Intellectual property

14.1 Each party retains ownership of its pre-existing intellectual property.

14.2 POS Central retains ownership of its Existing Materials. The Client retains ownership of Client Data.

14.3 Subject to full payment of all Fees due under the relevant SOW, POS Central grants the Client a non-exclusive, non-transferable, royalty-free licence to use the Deliverables for the Client's internal business operations.

14.4 The Client must not resell, commercialise, sublicense, publish, distribute, reverse engineer or remove proprietary notices from POS Central tools, scripts, documentation, systems or Existing Materials except as expressly permitted in the SOW.

14.5 Third-party software and vendor materials are subject to their own licence terms.

14.6 Copyright in the POS Central website, including text, images, graphics, layouts, logos, designs, content, product information and other materials, is owned or licensed by POS Central.

14.7 Trade marks, brands, business names and logos displayed on the website are owned by POS Central or licensed to POS Central. Website access does not grant the customer any right to use those marks for commercial purposes.

14.8 Any comment, feedback, review, idea or suggestion submitted to POS Central may be used by POS Central for business, operational, marketing, service improvement or website purposes without compensation, provided POS Central handles any personal information in accordance with its Privacy Policy.

14.9 The customer is responsible for ensuring that any comment, review, feedback or material it provides is lawful, accurate, non-infringing and not misleading.

14A. Hyperlinks and third-party content

The POS Central website may contain links to third-party websites. Those links are provided for convenience only.

POS Central is not responsible for the content, accuracy, availability, maintenance, security, privacy practices, products or services of any linked third-party website.

A link to a third-party website does not imply POS Central's endorsement, sponsorship, approval or recommendation of that website, its operator or its products or services.

The customer may link to the POS Central website only with POS Central's consent. The customer must not frame, alter, reformat, obscure, copy or misrepresent POS Central website content or intellectual property when linking to the website.

POS Central may host or display third-party content, advertisements, endorsements, product information or supplier material from time to time. Responsibility for that third-party material remains with the relevant third party to the extent permitted by law.

14B. Website disclaimers

POS Central takes reasonable care in maintaining the website and website information. However, to the extent permitted by law, POS Central does not warrant that website information is complete, current, error-free, suitable for the customer's specific purpose or free from technical issues.

POS Central does not warrant that the website, downloads, emails, linked websites or third-party materials will be free from viruses, malware, worms, trojans or other harmful code.

The customer is responsible for using appropriate cybersecurity, anti-virus, backup and access controls when using the website, downloading information or interacting with linked websites.

Nothing in this section excludes, restricts or modifies any right or remedy that cannot be excluded under the Australian Consumer Law or other applicable law.

15. Data, privacy, confidentiality, security and AI usage

15.1 Each party must comply with applicable privacy, data protection and confidentiality laws.

15.2 The Client warrants that it has authority to provide Client Data to POS Central and that all required notices, consents, permissions and lawful bases exist for POS Central and its personnel to handle Client Data for the Services.

15.3 POS Central may handle Client Data and support records in Australia, New Zealand, India, the United Kingdom or another location used by POS Central or its personnel for service delivery, unless the SOW states a specific data location restriction.

15.4 POS Central will take reasonable steps to protect personal information handled for the Services from misuse, interference, loss, unauthorised access, unauthorised modification and unauthorised disclosure.

15.5 POS Central will use Client Data only to provide, administer, secure, improve and evidence the Services, comply with law, manage disputes and enforce the Agreement. POS Central will not sell Client Data.

15.6 Each party must keep the other party's confidential information confidential and use it only for the Agreement, except where disclosure is required by law or reasonably required to perform or enforce the Agreement.

15.7 The Client must provide secure, authorised and auditable access methods. POS Central may refuse insecure access methods or suspend access where it reasonably believes there is a security, legal, privacy or operational risk.

15.8 POS Central may use approved AI tools to assist with drafting, diagnostics, ticket classification, knowledge management, quality review, translation, summarisation, analytics and operational efficiency.

15.9 POS Central will not knowingly submit Client confidential information, Client Data or personal information into a public AI tool in a way that permits public disclosure or third-party model training, unless the Client has authorised it or the information has been appropriately de-identified.

15.10 AI outputs are assistive only. POS Central will apply reasonable human review where AI is used for material client-facing deliverables, support decisions or operational recommendations.

15.11 The Client is responsible for its own AI tools, AI-generated content, AI prompts, AI outputs, AI integrations and AI usage unless POS Central has expressly agreed in a SOW to manage those items.

15.12 POS Central's handling of personal information is also governed by its Privacy Policy, available on the POS Central website.

15.13 POS Central will take reasonable steps to protect information provided through the website or during the Services. However, internet transmissions and electronic communications may not always be secure. Customers provide information electronically at their own risk, except to the extent caused by POS Central's breach of law, negligence or failure to take reasonable security steps.

16. Consumer law, warranties and liability

16.1 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, statutory guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified.

16.2 Where the Australian Consumer Law applies, customers may be entitled to remedies including repair, replacement, refund, resupply of services, payment of the cost of resupply, or other remedies required by law.

16.3 To the extent permitted by law, where goods or services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, POS Central's liability for breach of any non-excludable guarantee is limited, at POS Central's option, to: (a) for goods, replacement of the goods, supply of equivalent goods, repair of the goods, payment of the cost of replacing the goods or acquiring equivalent goods, or payment of the cost of repairing the goods; and (b) for services, supplying the services again or paying the cost of having the services supplied again.

16.4 If POS Central repairs goods capable of retaining user-generated data, the customer acknowledges that repair may result in loss of that data. The customer is responsible for backing up data before submitting goods for repair, service, warranty assessment or replacement.

16.5 If POS Central or its repair provider supplies refurbished goods as an alternative to repair, or uses refurbished parts in repair, the customer acknowledges that goods presented for repair may be replaced by refurbished goods of the same type rather than being repaired, and refurbished parts may be used to repair goods.

16.6 For Services supplied in New Zealand, where the Client acquires the Services in trade, both parties are in trade and it is fair and reasonable, the parties agree to contract out of the New Zealand Consumer Guarantees Act 1993 to the maximum extent permitted by law.

16.7 Subject to clauses 16.1 to 16.6, each party's total aggregate liability arising out of or in connection with a SOW is limited to the Fees paid and payable under that SOW during the 12 months before the event giving rise to the claim. For a one-off project with a shorter term, the cap is the Fees paid and payable for that project.

16.8 The liability cap does not apply to fraud, wilful misconduct, death or personal injury caused by negligence, payment obligations, intellectual property infringement, misuse of confidential information, unlawful use or disclosure of personal information, or liability that cannot lawfully be capped.

16.9 Subject to clause 16.1, neither party is liable for indirect loss, consequential loss, loss of profit, loss of revenue, loss of opportunity, loss of goodwill, loss of anticipated savings, business interruption, loss of use, loss of production or loss of data, except to the extent liability cannot lawfully be excluded.

16.10 The Client indemnifies POS Central against third-party claims, losses and costs to the extent caused by Client Data, Client materials, Client instructions, Client breach of law, unsafe site conditions controlled by the Client, unauthorised use of Deliverables, infringement claims arising from Client materials, or failure to obtain required consents, licences, vendor authority, site access or permissions.

16.11 Indemnities are reduced to the extent caused or contributed to by the other party's negligence, breach of contract, unlawful act or failure to mitigate.

17. Suspension, termination and transition

17.1 POS Central may suspend Services after notice where undisputed Fees are overdue, required access or information is not provided, the Client creates a safety, security, legal, privacy or operational risk, a required third-party service is unavailable, or the Client materially breaches the Agreement.

17.2 Either party may terminate a SOW for material breach if the breach is not remedied within 20 business days after written notice. Either party may terminate immediately if the other party becomes insolvent, ceases business, enters administration or is unable to pay debts as they fall due.

17.3 Termination for convenience is available only where expressly stated in the SOW.

17.4 On termination, the Client must pay Fees for Services performed, approved or committed third-party costs, non-cancellable costs, hardware, licence, subscription and procurement costs incurred for the Client, and reasonable demobilisation, handover and transition-out costs.

17.5 Transition-out assistance is not included unless stated in the SOW. If requested, POS Central may provide it at applicable rates and subject to payment of all overdue undisputed amounts.

18. Force majeure and disputes

18.1 Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including natural disaster, fire, flood, pandemic, war, terrorism, civil unrest, industrial action, power failure, telecommunications failure, internet failure, cyberattack, supplier failure, government action, border restriction, transport disruption, part shortages or labour shortages.

18.2 Payment obligations for Services already supplied are not suspended by force majeure.

18.3 Before starting court proceedings, except for urgent injunctive relief or debt recovery, a party must give written dispute notice and senior representatives must meet within 10 business days to try to resolve the dispute.

18.4 If the dispute is not resolved within 20 business days after the dispute notice, either party may commence proceedings.

18.5 If a force majeure event prevents or materially delays performance for more than 30 consecutive days, POS Central may terminate the affected order, SOW or Services by giving at least 7 days' written notice to the customer.

18.6 Termination under this clause does not affect the customer's obligation to pay for products supplied, Services performed, approved third-party costs, committed non-cancellable costs or amounts otherwise due before termination.

19. Notices, governing law and general

19.1 Notices must be in writing and sent to the email or physical address stated in the SOW, invoice, accepted proposal or most recent written notice. Email notices are taken to be received when sent unless the sender receives an automated delivery failure notice.

19.2 The Agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from those courts.

19.3 Where Services are supplied in New Zealand, mandatory New Zealand laws apply to the extent they cannot be excluded.

19.4 POS Central is an independent contractor. The Client must not assign the Agreement without POS Central's prior written consent. POS Central may assign or novate the Agreement to a related body corporate, successor, purchaser of its business or entity capable of performing the Services.

19.5 A waiver must be in writing. Invalid provisions are read down or severed to the minimum extent required. Electronic signatures, email acceptance and counterpart execution are valid. Clauses relating to payment, confidentiality, privacy, intellectual property, liability, indemnities, disputes and governing law survive expiry or termination.