When you (Customer) buy anything from the JET Charge online store (Suppliers), you agree to these General Terms applying to your purchase, and you agree that a binding contract is created between JET Charge Pty Ltd, ABN 35 600 116 756, 10/350 Bridge St, Port Melbourne, VIC, and you on these General Terms.

(a)      JET Charge agrees to provide the Supplies on the terms of this agreement.

(b)         JET Charge must:

(i)           take out public liability insurance with a coverage of no less than $10 million; and

(ii)          comply with all Laws and maintain all authorisations and licences in respect of the performance of its obligations under this agreement.

(c)          The Customer must pay the price for Supplies (including any shipping cost) as published in the Online Store, or advised during the check-out process and in any order confirmation (Price), in accordance with this agreement.

(a)          JET Charge may request a change to the Supplies where a change in Law or any other event beyond the control of JET Charge necessitates a change to the Supplies, (Variation).

(b)         If a change in Law or any other event beyond the control of JET Charge necessitates a change to the Supplies, JET Charge must provide details of the extent to which the Supplies need to change and seek the Customer’s approval to the change in Supplies.

(a)          The Customer must pay the Price and any other amounts owing under this agreement in accordance with this agreement.

(b)         JET Charge will deliver an invoice to the Customer:

(i)           at JET Charge’s discretion, on the Customer placing an Online Store order, for 35% of the Price;

(ii)          for Price or the remainder of the Price as applicable prior to shipment of some or all of the Supplies.

(c)          Upon receipt of an invoice from JET Charge, the Customer must pay the amounts set out in that invoice no later than 30 days from the date of the invoice unless otherwise agreed by the parties in writing or such amounts are disputed in good faith by the client (in which case the due date for payment will be delayed until the charges are verified by JET Charge, acting reasonably). Any amounts paid are non-refundable.

(d)         If any invoiced amounts or any other amounts that become payable under this agreement are not received by JET Charge when due:

(i)           JET Charge may suspend provision of the Supplies pending full payment of such invoice;

(ii)          the Customer authorises JET Charge to enter any location where the Supplies are located to retake possession of the Supplies without liability for trespass or damage; and

(iii)         JET Charge will be entitled to charge interest on the unpaid amount from the due date until the date it is paid, at the rate of 6% per annum. JET Charge may also charge all or part of the costs incurred in collecting amounts due for payment, including reasonable legal fees, court costs, and associated expenses.

(e)          Unless otherwise agreed in writing, all fees are to be paid in AUD. 

(a)          Unless expressly stated otherwise, prices provided by JET Charge under or in connection with this agreement are exclusive of all Taxes and the Customer will not be entitled to any additional payment from JET Charge on account of any liability for Taxes incurred in connection with this agreement.

(b)         If JET Charge is required by Law to make a deduction or withholding for or on account of any Taxes from a payment, no additional payment will be made to the Customer.

(a)          Except as otherwise agreed in writing, Supplies will be delivered EXW (Incoterms 2020) to the address as nominated by the Customer.

(b)         JET Charge will notify the Customer when the Supplies are ready for delivery. Unless mutually agreed upon, delivery dates are approximate and are based upon prompt receipt of all necessary information from the Customer.

(c)          Title to any Supplies passes to the Customer free of any encumbrances on payment in full in respect of those Supplies.

(d)         Except as otherwise agreed in writing, risk in any Supplies passes to the Customer immediately after JET Charge delivers that Hardware in accordance with clause 6(a)

(e)          Until title passes to the Customer in accordance with this agreement, the relationship of the Customer to JET Charge will be fiduciary and the Customer holds the Hardware as bailee for JET Charge and must:

(i)           store the Hardware in such a way that they can be identified as the property of JET Charge;

(ii)          upon resale of the Supplies, the Customer must account immediately to JET Charge for the proceeds of such resale or sale;

(iii)         not allow any security interest to arise in respect of the Supplies unless JET Charge has perfected its purchase money security interest.

(f)           To secure all amounts due under this agreement, the Customer grants a security interest in the Supplies and any proceeds of sale of the Supplies. The Customer must do all things reasonably required by JET Charge to register and perfect that interest (including as a purchase money security interest as defined in the PPSA). The Customer waives its right under the PPSA to receive a copy of any verification statement or financing change statement (as defined in the PPSA). 

If the Customer is a consumer for the purposes of the Australian Consumer Law (as contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth)), goods or services supplied by JET Charge come with guarantees that cannot be excluded under the Australian Consumer Law. These include that the Customer is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. The Customer is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

(a)          JET Charge warrants to the Customer that the Supplies will be free of defects in material and workmanship for the Warranty Period and in accordance with this clause 8.

(b)         If it is proven that the defect in the Supply provided by JET Charge is covered by the Warranty, JET Charge’s liability will be limited to, at its discretion and to the extent permitted by law:

(i)           repair or replacement of the relevant Supply in whole or in part, or payment for the cost of repairing or replacing the relevant Supply;

(ii)          re-performance of the Services or payment for the cost of having the Services supplied again.

(c)          All Warranties for any Supplies repaired, replaced or re-performed during the Warranty Period will expire at the same time as the Warranty of the Supply or Services as originally supplied.

(d)         The Customer agrees that, unless otherwise agreed in writing by JET Charge, any warranty on third party Supplies is limited to the warranty given by the manufacturer of those Supplies and, to the maximum extent permitted by law, JET Charge gives no additional warranties in relation to them.

(e)          The Warranty does not apply to:

(i)           normal wear and tear;

(ii)          items normally consumed in operation, such as lamps and fuses;

(iii)         unpaid or partly paid Supplies;

(iv)         defects notified to JET Charge later than 30 days from the discovery of such defect; or

(v)          defects arising out of or in connection with:

(1)          misuse, abuse, neglect, errors, incorrect storage or transportation, or any other act or omission of or by any person other than JET Charge or its approved service providers;

(2)          installation, commissioning, repair or alteration (improper or otherwise) of the Supplies by any person other than JET Charge or its approved service providers;

(3)          operation or maintenance that is not in accordance with Supply specifications, documentation and/or instructions specified by JET Charge, including in relation to software and firmware updates;

(4)          JET Charge is not provided with access to telemetry data within 48 hours of a reported fault or failures due to telecommunications networks;

(5)          improper climate and environmental conditions where the Supplies are used or installed;

(6)          any Supplies being stored for more than 12 months prior to being put into operation;

(7)          power failure, power surge, lightning, flood, fire, accidental breakage or other events outside of JET Charge’s reasonable control; or

(8)          a direction from the warranty holder where JET Charge or its approved service provider has recommended to the warranty holder against such direction.

(f)           A warranty exclusion described above may be discovered by the Customer, by the technician in the field or during the repair of the Supplies in the JET Charge repair centre. If that warranty exclusion is confirmed by JET Charge, the logistics, analysis, and associated material, labour and administration costs will be charged to the warranty holder.

(g)         If a warranty exclusion is discovered during the repair, the repair will be stopped, the Customer notified, and when possible, a repair estimate will be provided.

(h)          Due to the evolution of technology, a replacement Supply may not be compatible with the existing installed system. The warranty does not cover any expenses or costs which might be incurred to configure, retrofit or adapt the replacement Supply to the existing installation.

(i)           Except as expressly provided to the contrary in writing by JET Charge and to the extent permitted by law, any representation, warranty, condition, guarantee or undertaking that would be implied in relation to these Terms and Conditions or any Supply by legislation, common law, equity, trade, custom or usage is excluded to the maximum extent permitted by law, including any implied warranties of acceptable quality or fitness for a disclosed purpose. If any statute implies any term, condition or warranty into these Terms and Conditions, and that statute prohibits provisions in a contract excluding or modifying the application of, exercise of or liability under such a term, condition or warranty, then that term, condition or warranty will be taken to be included in these Terms and Conditions.

(a)          Unless otherwise expressly stated in this agreement, no Intellectual Property Rights in the Existing Material of either party is assigned or otherwise transferred. Each party (granting party) grants to the other party a non-exclusive, non-transferable, royalty free, personal licence to use the Intellectual Property Rights in the Material of the granting party to the extent required to exercise their rights or perform their obligations under this agreement.

(b)         As between the parties, JET Charge owns all Intellectual Property Rights in and to:

(i)           any Material provided, created or developed by or on behalf of JET Charge in connection with this agreement; and

(ii)          any modifications or enhancements to such Material, and the Customer assigns to JET Charge any modifications or enhancements made by or on behalf of the Customer immediately from creation,

(JET Charge IP).

(c)          Upon payment in full for the Supply, JET Charge grants the Customer a non-exclusive, non-sublicensable, perpetual, irrevocable, royalty free licence to use JET Charge IP solely in order to enjoy the full benefit of the Supplies.

(d)         Except as otherwise agreed in writing by JET Charge, the Customer must not:

(i)           create derivative works based on, or directly or indirectly derive any income from any JET Charge IP;

(ii)          access, copy, frame or mirror any JET Charge IP, other than copying or framing on its own intranet or otherwise for its own internal business purposes;

(iii)         rent, lease, reverse engineer, decompile or disassemble any JET Charge IP; and

(iv)         directly, indirectly or take steps to register or apply for, any JET Charge IP or any Intellectual Property Rights substantially similar to any JET Charge IP.

(a)          Subject to clause 10(b), each party agrees to:

(i)           keep strictly confidential all Confidential Information of or relating to the other, including the existence of such Confidential Information;

(ii)          use or copy the other’s Confidential Information only for the purposes of this agreement; and

(iii)         ensure that no Representative or other person who has access to the other party’s Confidential Information through or on behalf of it will use, copy or disclose the other party’s Confidential Information, other than for the purposes of this agreement.

(b)         Each party must, and must ensure that any Representative or other person who has access to the other party’s Confidential Information through or on behalf of it (it and each such Representative or person a Disclosing party) will, not disclose any Confidential Information of the other party unless:

(i)           the Disclosing party is required to do so by Law;

(ii)          with the prior written consent of the other party; or

(iii)         as otherwise expressly permitted under this agreement,

provided that it will take all reasonable steps to:

(iv)         only disclose that part of the Confidential Information which is required or permitted to be disclosed;

(v)          as soon as practicable, where the disclosure is required by Law, advise the other party of the requirement placed upon it; and

(vi)         ensure that any party to whom it discloses the Confidential Information is aware of the confidential nature of the Confidential Information and has agreed to comply with the confidentiality obligations under this agreement.

(c)          Within 10 Business Days of termination of this agreement, each party must return, destroy or permanently de-identify any of the other party’s Confidential Information in its possession or control, except to the extent and for so long as that Confidential Information is required to be retained for the purposes of Law, litigation and performance of its obligations under this agreement.

(a)          Each party agrees to comply with the Privacy Act 1988 (Cth) as if it were an entity regulated under that Act.

(b)         JET Charge will collect, use and disclose any personal information under this agreement in accordance with its privacy policy available at www.jetcharge.com.au.

(a)          Subject to clauses 12(b), (c) and (d), the aggregate liability of each party for any Loss of the other party under or in connection this agreement will be limited to an amount equal to the Price paid to and received by JET Charge for the Supplies.

(b)         The limitation in clause 12(a) does not apply to a party's liability for Loss suffered by the other party as a result of:

(i)           the fraud or negligence of that party;

(ii)          any breach of Law by that party; or

(iii)         any death or personal injury,

where the aggregate liability of each party will be $10 million.

(c)          JET Charge will not be liable for any Loss as a result of any of the following:

(i)           breach of this agreement by the Customer;

(ii)          misuse, abuse, neglect. or any other act or omission of or by any person other than JET Charge or its approved service providers, in respect of the Supplies;

(iii)         installation, commissioning, repair or alteration (improper or otherwise) of the Supplies by any person other than JET Charge or its approved service providers;

(iv)         operation or maintenance that is not in accordance with Supply specifications, documentation and/or instructions specified by JET Charge, including in relation to software and firmware updates;

(v)          electrical outages, power surges, brown-outs, utility load management or any other similar electrical service interruptions whatever the cause;

(vi)         interruptions in wireless or mobile services;

(vii)        interruptions attributable to unauthorised network intrusions;

(viii)       interruptions in services provided by any internet service provider; or

(ix)         lightning, flood, fire, water damage, accidental breakage or any other events outside of JET Charge’s reasonable control

but excluding any Loss to the extent caused by JET Charge or JET Charge’s employees, officers, agents or contractors’ fraud, negligence or wilful misconduct.

(d)         Except as otherwise specified in this agreement, no party will be liable for:

(i)           any Loss suffered by the other party to the extent that Loss is as a result of the acts or omissions of that other party; or

(ii)          any consequential Loss suffered by the other party, including any loss of revenue, profit, anticipated savings or customers, damage to reputation, loss in connection with any other contract, incidental, punitive, exemplary or special Loss, or any loss suffered as a result of business interruption.

To the extent permitted by law, you will be liable to us and must keep us indemnified against any Loss arising out of any claim or demand against us by you or any other person, which arises from or is connected with any Supply, or your use or anyone else’s use of any Supply, unless the Loss is caused by our or our employees’ and agent’s wilful default, negligence or breach of these Terms or any law.

(a)          A party may terminate this agreement with immediate effect if:

(i)           a material breach of this agreement has been committed by the other party and, where such breach is capable of remedy, that breach has not been rectified within 20 Business Days of receipt of written notice of that breach; or

(ii)          an Insolvency Event occurs in respect of the other party.

(b)         On termination of this agreement, however terminated:

(i)           the accrued rights and obligations of the parties, including under any Order, will not be affected; and

(ii)          the Customer must pay JET Charge for all Supplies provided up to the date of termination, and any costs incurred by JET Charge in reasonable reliance on this agreement

(a)          If a dispute or difference arises out of or in connection with this agreement (Dispute), then either party may give notice to the other party setting out the details of the Dispute and the remedy that the party requires (Notice of Dispute). 

(b)         Within 5 Business Days of receiving the Notice of Dispute the parties must, by their managers, meet to resolve the dispute (Initial Conference). If the dispute has not been resolved within 5 Business Days of the Initial Conference a senior manager of the Customer and JET Charge must meet to resolve the dispute. 

(c)          If the parties do not resolve the Dispute within 15 Business Days of receipt of the Notice of Dispute the dispute may be referred to litigation.

(d)         Nothing in this clause 15 will prejudice the right of either party to institute proceedings to seek injunctive or urgent declaratory relief.

JET Charge will not be liable for failure to perform or delay in the provision of any Supplies due to (a) fires, floods, strikes, or other labour disputes, accidents, sabotage, terrorism, war, riots, acts of precedence or priorities granted at the request or for the benefit, directly or indirectly, of any federal, state or local government or any subdivision or agency thereof, delays in transportation or lack of transportation facilities, restrictions imposed by federal, state or local laws, rules or regulations; or (b) any other cause beyond the control of JET Charge. In the event of the occurrence of any of the foregoing, the time for performance will be extended for such time as may be reasonably necessary to enable JET Charge to perform. JET Charge may, during any period of shortage due to any of the above circumstances, allocate its available supply of Equipment or Services among itself and its the Customers in such manner as JET Charge, in its sole and exclusive judgement, deems fair and equitable.

Notices given in relation to this agreement (including any consents or approvals) shall be in writing and given to the recipient by:

(i) post to the address advised by the recipient; or

(ii) email to the email address advised by the recipient,

receipt of which in each case will be regarded as received on the third Business Day after sending.