These terms and conditions shall apply to the provision of the Services by Transmax Pty Ltd (ACN 099 487 573) ("Transmax") to the applicable customer identified in the supplied quotation ("Customer"). The Customer accepts these terms and conditions by accepting the quotation. The Customer's acceptance of the quotation subject to conditions or subject to other terms will be treated as a rejection of the quotation and no services will be provided by Transmax.

  1. The following definitions are used in these Conditions:
    1. Conditions means these terms and conditions, including the information set out in the supplied quotation;
    2. Deliverables means documents and materials created or developed by Transmax, or made using Transmax's systems, materials or facilities, and provided to the Customer by Transmax in performing the Services, including the Software (if any);
    3. Services means the services to be provided by Transmax as described in the supplied quotation; and
    4. Software any software provided by Transmax in the performance of the Services, as set out in the supplied quotation.

  2. Transmax will perform the Services and provide the Deliverables with due care and skill and in accordance with industry standards and any applicable laws.

  3. To the extent that Transmax provides any product description document relating to the Services and Deliverables to be provided to the Customer as part of the quotation, Transmax will provide the Services consistent with the product description document, where appropriate.

  4. Any Software is licensed to the Customer and not sold. Transmax grants to the Customer a perpetual, non-exclusive licence to install, configure and use the Software in Australia, and to make necessary copies of the Software for security and back-up purposes.

  5. The Customer agrees that it:
    1. is wholly responsible for the safe operation of the infrastructure managed by the Deliverables;
    2. has completed the necessary factory acceptance tests and site acceptance tests and has accepted that the Deliverables meet the Customer's specifications and safety requirements; and
    3. is wholly responsible for the use of the Deliverables, and that it must have adequate policies and procedures in place to ensure the safety of road users using the infrastructure managed by the Deliverables. These policies and procedures should as a minimum, deal with assessment of skill levels of personnel, legal rights of personnel to make changes to traffic control devices and supervision of personnel.

  6. In consideration of Transmax providing the Services, the Customer will pay Transmax the charges outlined in the quotation ("Charges") within 30 days of receiving a correctly rendered invoice from Transmax (“Due Date”).

  7. Subject to clause 9, if the Customer fails to pay any part of the Charges by the Due Date, Transmax will notify the Customer of the overdue amount and provide a further 5 business days for payment to be completed. Transmax may suspend the Services and any licence granted under these Conditions if the Customer fails to pay the overdue amount after the extra notification period.

  8. All Charges are exclusive of GST. If GST is payable on any supply of Services, the customer agrees to pay Transmax an additional amount equal to the GST payable.

  9. If the Customer considers any amount of an invoice incorrect, the Customer must dispute the invoice within 5 business days of receipt. The Customer may withhold payment of any amount that is disputed in good faith within 5 business days but must pay any undisputed amount of the invoice in accordance with clause 5. Transmax reserves the right to not provide the Services or provide licences that relate to any unpaid disputed amount.

  10. Transmax may subcontract the provision of some or all of the Services.

  11. Notwithstanding any other clause of these Conditions, to the extent permitted by law, Transmax excludes liability in tort (including negligence), contract and otherwise for:
    1. the manner in which the Customer and its employees use the Deliverables or for the safety of road users;
    2. any loss of profits, loss of revenue, loss of business (including loss of goodwill) or any consequential, indirect or special loss or damage arising from or related to the performance of the Services or the provision of the Deliverables;
    3. personal injury, death or property damage arising from or related to the use, failed use, misuse, non-operation or incorrect operation of the Deliverables, regardless of whether it was reasonably foreseeable at the time these Conditions were accepted; or
    4. claims made by third parties against the Customer for, relating to or as a consequence of the use, failed use, misuse, non-operation or incorrect operation of the Deliverables.

  12. To the extent permitted by law, other than as expressly set out in the quotation, Transmax makes no warranties or representations, whether express or implied, in relation to the Services. This includes, without limitation, the implied warranties of merchantability and fitness for a particular purpose.

  13. Transmax's liability to the Customer is limited in all circumstances (including for breach of any warranties implied by law that cannot be excluded) to one of the following options, as selected by Transmax:
    1. resupplying the Services; or
    2. paying someone else to resupply the Services.

  14. Each party must take reasonable steps to protect the confidential information of the other party and keep the confidential information secure from any unauthorised use or disclosure. Each party must only use the other party's confidential information for the purposes contemplated under these Conditions. Each party must only disclose the other party's confidential information with that party's prior written consent, to employees and subcontractors as reasonably required for the provision of the Services, to advisers for the purposes of obtaining professional advice or as required by law.

  15. These Conditions do not affect the ownership of any intellectual property rights in existence prior to the commencement of the Services, or that are created after the commencement of the Services other than in the course of performing the Services and providing the Deliverables. Each party grants to the other party a non-exclusive, royalty-free licence to use the first party's intellectual property to the extent necessary to enable Transmax to perform the Services and provide the Deliverables. Intellectual property rights in all Deliverables belong to Transmax. Transmax grants the Customer a perpetual, non-exclusive, royalty-free licence to use, modify and reproduce the Deliverables (other than any Software, which is licensed pursuant to clause 4).

  16. Either party may terminate provision of the Services on written notice if the other party becomes insolvent or commits a breach of these Conditions and does not remedy the breach within 30 days of being notified to do so.

  17. Neither party will be liable to the other party for any delay or non-performance of that party's obligations under these Conditions to the extent that delay or non-performance arises from any event that is beyond that party's control ("Force Majeure Event"). Where a Force Majeure Event continues for a period of 30 days or more, either party may terminate these Conditions and provision of the Services by providing written notice.

  18. The parties acknowledge and agree that these Conditions and the supplied quotation constitute the entire agreement between the parties and supersede all prior understandings and agreements in relation to the provision of the Services.

  19. Transmax is an independent contractor and is not an employee, agent or trustee of the Customer.

  20. Clauses 11, 12, 13 and 14 survive termination of these Conditions for any reason.

  21. A party may only assign its rights or novate its rights and obligations under these Conditions with the prior written consent of the other party.

  22. Notices and other communications in connection with the provision of the Services must be in writing.

  23. These Conditions and the provision of the Services and Deliverables are governed by the laws of Queensland. Each party submits to the non-exclusive jurisdiction of its courts.