Terms & Conditions

1. Entire Agreement

1.1 These Terms and Conditions, any proposal or tender document, and the order you place with us constitute the entire agreement between us and cannot be varied except in writing signed by both parties. There are no representations, warranties, terms, conditions, undertakings, or collateral agreements, express or implied, verbal or written, between the parties other than as expressly set forth in these documents.

1.2 In the case of any conflict between the Terms and Conditions, any proposal or tender document, and the
order, the proposed tender document shall prevail.

1.3 Any quotation issued by UPS Solutions must be read subject to these Terms and Conditions, including
provisions relating to additional charges.

2. Ordering Goods

2.1 All orders placed with UPS Solutions must be accompanied by a signed written order. Any verbal orders, whether made in person or by telephone, must be confirmed in writing.

2.2 You acknowledge and agree that where goods have been specified in a tender, recommended by a third party, or ordered online without consultation with UPS Solutions, UPS Solutions will not be liable for any loss or damage arising from the goods not performing effectively in the environment in which they are installed, or failing to operate properly in conjunction with other software and/or hardware.

3. Price

3.1 The price of the goods specified in the order is all-inclusive, unless explicitly stated otherwise in writing or where additional costs apply under clauses 3.2, 4.4, 4.5, and other applicable clauses.

3.2 The price of the goods specified in the order is all-inclusive, unless explicitly stated otherwise in writing or where additional costs apply under clauses 3.2, 4.4, 4.5, and other applicable clauses.

4. Delivery

4.1 Delivery Hours: All deliveries by UPS Solutions will be made between 9:00 am and 5:00 pm, unless otherwise agreed in writing with a UPS Solutions representative. UPS Solutions does not guarantee next-day delivery.

4.2 Estimated Delivery Times: Any delivery date or time provided by UPS Solutions is an estimate only. UPS Solutions is not responsible for any delays or non-delivery, however arising. If you cancel an order due to a delay outside the reasonable control of UPS Solutions, UPS Solutions reserves the right to charge a cancellation fee ranging from 20% to 85% of the original invoice price, depending on the type and cost of the equipment ordered.

4.3 Failed Delivery Attempts: If UPS Solutions delivers goods and you are not available to receive them, UPS Solutions reserves the right to charge additional fees for any costs incurred in delivering the goods on a subsequent day.

4.4 Inaccurate or Incomplete Information: All delivery and freight charges are based on the information provided by you. UPS Solutions reserves the right to charge additional fees for any costs incurred due to incomplete or inaccurate information provided by you in accordance with Clause 3.2.

4.5 Delivery Obstacles: UPS Solutions will not be liable for delays non-delivery, or damage resulting from a failure to notify UPS Solutions of any obstacles at the delivery point. UPS Solutions reserves the right to charge additional fees for any costs incurred as a result of such obstacles in accordance with Clause 3.2.

4.6 Failure or Refusal to Accept Delivery: If goods are delivered to your premises and you fail or refuse to accept delivery, or otherwise breach your obligations under this contract, UPS Solutions may terminate the contract by written notice and pursue damages. Any deposit paid or payable by you shall be forfeited to UPS Solutions. Both parties acknowledge that UPS Solutions is entitled to claim damages ranging from 20% to 85% of the original invoice price, depending on the type and cost of the equipment ordered, less any forfeited deposit.

5. Risk

5.1  Inspection and Acceptance of Goods: Claims for breakage or damage during transit may only be lodged within 7 days of receipt of the goods and must be supported by evidence that the goods were checked on arrival and signed for as damaged on the courier consignment (P.O.D) document or UPS Solutions Delivery Note. Once the goods are signed for as received “in good condition” on the P.O.D or UPS Solutions Delivery Note, you assume full responsibility for the goods.

5.2 Risk of Loss or Damage: Subject to Clause 20 (Australian Consumer Law), risk in the goods passes to you upon dispatch from UPS Solutions’ premises. Where UPS Solutions arranges freight on your behalf, UPS Solutions will use reasonable care in selecting freight providers but is not responsible for loss or damage occurring during transit, except to the extent required by the Australian Consumer Law or other applicable legislation. Nothing in this clause excludes, restricts, or modifies any rights you may have under the Australian Consumer Law.

To mitigate this risk, the following options are available:

• UPS Solutions may arrange freight and include insurance costs within the purchase price of the goods;
• UPS Solutions may arrange freight and offer you the option to pay separately for insurance cover; or
• You may arrange collection of the goods, pay the freight costs directly, and organise your own insurance cover.
  

5.3 Storage of Goods at UPS Solutions’ Premises: Where you request that goods be stored at our premises for later delivery, you are responsible for insuring these goods against loss or damage while in storage. UPS Solutions will hold such goods as a gratuitous bailee only.

5.4 External Factors: UPS Solutions is not liable for any damage caused by factors beyond its control, including but not limited to natural disasters, misuse of the goods (e.g., placing objects on top of UPS devices), or tampering such as removal of wires by persons who are not representatives of UPS Solutions.

5.5 Commissioning of Goods: If the goods require commissioning, you must follow the manufacturer’s instructions regarding testing prior to switching on the system. Failure to comply may result in failure of all or part of the installation, for which you accept full responsibility. “Commissioning” means the process of ensuring that all systems and components of a product are designed, installed, tested, and operating in accordance with the manufacturer’s operational requirements and the specifications requested by you.

6. Title

6.1 Retention of Title: Ownership and title to the goods remain with UPS Solutions until the purchase price and all other amounts owing from you in respect of the goods have been paid in full.

6.2 Fiduciary Relationship: Until full payment is made, you hold the goods as a fiduciary, acting as a bailee and agent for UPS Solutions. You must not sell, pledge, or otherwise use the goods as security for any debt or obligation.

6.3 Security Interest: You acknowledge that UPS Solutions may register a security interest under this retention of title provision on the Personal Property Securities Register (PPSR) until full payment has been received.

7. Payment

7.1 Payment Timing: Payments for goods must be made prior to or at the time of delivery unless UPS Solutions has agreed to provide you with a credit account.

7.2 Credit Card Payments: Currently, no surcharge applies to orders paid by credit card. All credit card payments will be processed immediately and will appear on the customer’s next statement. For security reasons, UPS Solutions does not retain credit card details on file.

7.3 Price Adjustments: Due to currency fluctuations or price increases from our suppliers, UPS Solutions reserves the right to alter quotations or prices at any time without notice, to reflect such changes.

7.4 Standard Credit Accounts: Payment in full is required prior to shipment unless alternative payment terms have been agreed upon in advance and confirmed in writing by UPS Solutions.

7.5 Full Payment Requirement: You must pay all amounts due to UPS Solutions in full, without deduction, set-off, counterclaim, or any other claim of any nature.

7.6 Collection Costs: If you fail to pay any amount when due, you are responsible for all costs of collection, including legal fees on a solicitor/own client basis.

7.7 Solution-Specific Payment Terms: At the discretion of UPS Solutions, and depending on the solution type, UPS Solutions may require:  

I. a 50% upfront payment at the time the order is placed; and            

II.  the remaining 50% to be paid in full prior to shipment, unless alternative terms have been agreed to in advance and confirmed in writing by UPS Solutions.

7.8 Invoicing: UPS Solution will invoice all hardware upon dispatch, and hardware invoices must be paid in full at the time of shipment, in accordance with these terms. Invoices for service will be issued upon completion of the service and are to be paid in line with the applicable agreed payment terms. Installation or service timelines do not delay or modify the required payment for hardware.

7.9 Payment Regardless of Warranty Claim: Payment to UPS Solutions must be made in accordance with these terms regardless of any warranty claim or claim relating to defective goods made to any manufacturer or distributor. You may not withhold payment in whole or in part. If goods are visibly damaged on delivery, you must reject them immediately; otherwise, the goods will be deemed accepted in their delivered condition.

8. Delivery, Returns & Refunds

8.1 Delivery Disputes: Any disputes or claims regarding delivery—such as missing, incorrect, or damaged goods—must be raised at the time of receipt or within 7 days of delivery. All claims must be supported by the relevant delivery documentation and evidence of inspection upon receipt, including clear photographs. 

8.2 Non-Refundable Goods and Return Acceptance: All goods are sold on a non-refundable basis. UPS Solutions does not provide refunds or credits for change-of-mind purchases or incorrect selections made by the customer. Returns are only accepted where:                 

I. A supply discrepancy occurred, resulting in goods differing from those specified in the confirmed order; or             

II. UPS Solutions, at its sole discretion, authorises a return in writing subject to applicable restocking and freight charges.

8.3 Return Request Requirements: Requests for return approval must be made within 7 days of delivery and must include the invoice number, date of invoice, and reason for return.

8.4 Return Costs and Restocking Fees:

• If the return is approved because the goods differ from those specified in the confirmed order, UPS Solutions will arrange the return shipping and send a replacement without applying a restocking fee.
• If the return is approved due to customer error (e.g., incorrect product ordered or unsuitable selection), the customer will be responsible for all return freight costs and a restocking fee of 20%–85% of the original invoice value, unless otherwise agreed in writing.

8.5 Condition of Returned Goods: All returned goods must be unused, in their original packaging, and in a condition suitable for resale. Goods that do not meet these conditions will not be accepted for replacement.

8.6 Credit Claims: All claims for errors must be submitted in writing and reference the original invoice number. Credits will only be considered where expressly approved in writing by UPS Solutions.

9. Disposal of Goods

In the event that an agreement in writing is entered into with UPS Solutions to dispose of old UPS devices, UPS Solutions will charge you additional fees for this service.

10. Limitation of Liability

10.1 Services: UPS Solutions shall exercise reasonable care and skill in providing its services. UPS Solutions’ liability for any defect or issue arising from the provision of services is limited, at your election, to either:

a) the re-supply of the services; or

b) a refund of the amount paid for those services.

10.2 Goods: Subject to Clause 20 (Australian Consumer Law), where goods supplied by UPS Solutions are defective, UPS Solutions’ liability is limited, at its discretion, to:

a) Repairing the goods; or

b) Replacing the goods; or

c) Supplying equivalent replacement goods; or

d) Providing a refund where repair or replacement is not reasonably practicable

This limitation applies only to the maximum extent permitted by law.

10.3 Exclusion: UPS Solutions shall not be liable for any indirect or consequential loss or damage, including (but not limited to) loss of profits, loss of contracts, business interruption, damage to equipment, loss of power, or loss or corruption of data or software, arising from or in connection with the supply of goods or services.

10.4 Excluded Causes of Damage: The services do not cover maintenance or replacement of any product or part of the UPS device where the fault or damage is caused by any factor other than fair wear and tear. This includes, but is not limited to:

 I. Accidental damage, neglect, or misuse;         

II. Modification, adjustment, or repair by an unauthorised third party;              

III. Natural disasters or environmental conditions beyond the device’s/product's operating tolerances; or              

IV. Any negligent or improper use of the equipment/product.

11. Warranties & Acknowledgements

11.1 Acknowledgements: You acknowledge and agree that:

• 11.1.1. UPS devices retain electrical charge while they contain batteries and/or remain connected to an electrical power supply. UPS Solutions strongly recommends that installation, battery replacement, or any repair or maintenance be performed only by qualified technicians or licensed mechanical and electrical trades.
• 11.1.2. All electrical equipment should be completely shut down and de-energised prior to the commencement of any maintenance or service work.

11.2 Warranties: You warrant that:

• 11.2.1. You will engage a qualified technician (or request UPS Solutions to provide one) where the installation, replacement, or repair of any UPS Solutions product involves equipment that must be hardwired to the mains electrical supply. If you request UPS Solutions to provide a technician, additional costs will apply and will be quoted prior to the commencement of work.
• 11.2.2. You will back up all data to a removable or secure external storage device prior to any services being performed by UPS Solutions.
• 11.2.3. You will comply with all applicable industrial, workplace safety, and anti-discrimination laws, and ensure a safe working environment for all UPS Solutions personnel attending your premises.
• 11.2.4. You will provide complete and accurate information about the work required, as well as details of the site and any relevant conditions, before UPS Solutions personnel (including any technicians) attend the site.

11.3 Indemnity: You agree to indemnify and hold harmless UPS Solutions against any loss, damage, cost, or expense (including any increase in service charges) arising from or contributed to by your failure to comply with the acknowledgements or warranties set out in this clause.

12. Extended Warranty

12.1 Coverage: Where you elect to take out the Extended Warranty, UPS Solutions will cover the supplied goods against failure during the extended warranty period as follows:

• 12.1.1. If a faulty part or parts are reported to UPS Solutions, they will be diagnosed, and replacement part(s) will be dispatched to you by courier once available.
• 12.1.2. If the fault is not resolved by the replacement part(s), UPS Solutions will replace the device with an equivalent new or refurbished model.
• 12.1.3. UPS Solutions will cover all costs associated with delivering replacement part(s) or devices to you and collecting the defective part(s) or devices in Australia only.
• 12.1.4. The Extended Warranty period extends the standard warranty by the agreed upon terms quoted.
• 12.1.5. The warranty does not cover defects or damage caused by, including but not limited to, accident, fire, flood, lightning, vandalism, acts of God, neglect, abuse, misuse, or shipping, storage, installation, application, operation, or maintenance not in accordance with UPS Solutions’ recommendations and industry standard practices.
• 12.1.6. On-Site Labour and Warranty Coverage: The standard Extended Warranty covers parts only. On-site labour, travel, and associated costs for installation, inspection, or repair at your premises are not included in the standard warranty. On-site labour is included only if you purchase the additional Labour Warranty. If you request an on-site visit without the Labour Warranty, you agree to pay UPS Solutions’ current rates for labour and travel. UPS Solutions will notify you of any applicable charges prior to commencing any on-site work.

13. Onsite Extended Warranty (Labour Warranty)

Where you elect to take out the Labour Warranty for a device, in addition to the services provided under Clause 12 (Extended Warranty), UPS Solutions will provide the following:

• 13.1.1. Onsite attendance at your premises by a qualified technician to inspect the device, diagnose faults, replace defective parts, and/or replace the device with an equivalent new or refurbished unit or part, if currently covered under standard or extended warranty. 

14. Services

14.1 Preventative Maintenance Services: Where the Customer elects to receive Preventative Maintenance Services, UPS Solutions will provide such services in accordance with the applicable quotation, service schedule, or Service Contract agreed between the parties from time to time.

UPS Solutions will perform the Services using reasonable skill and care. Preventative Maintenance Services are preventative and diagnostic in nature only and do not guarantee uninterrupted operation, fault-free performance, or extended equipment life.

Services may be delivered during normal business hours or, subject to availability and prior agreement, outside normal business hours including weekends. A written service summary may be provided where agreed.

14.2 Service Contracts: UPS Solutions offers Service Contracts under which Services will be provided in accordance with the scope, frequency, and terms set out in the applicable quotation, service schedule, or Service Contract. Service Contracts may renew automatically for successive twelve (12) month periods unless terminated in accordance with these Terms and are invoiced in accordance with the agreed commercial terms, including any applicable CPI-based adjustments where specified. UPS Solutions will coordinate service scheduling in accordance with the agreed Service Contract. A Service Contract does not constitute a guaranteed response time, priority attendance, or emergency support unless expressly stated in a written service level agreement.

14.3 Service Exclusions: Unless expressly included in a written quotation or Service Contract, the Services do not include:

I. Supply, replacement, or disposal of parts, batteries, consumables, or components;

II. Corrective repairs, fault rectification, or emergency call-outs;

III. Works requiring shutdowns, load transfers, or bypass operations beyond those agreed in advance;

IV. Electrical works external to the Covered Equipment, including upstream or downstream cabling, switchboards, generators, or building infrastructure;

V. Software upgrades, firmware updates, configuration changes, or system reprogramming;

VI. Remediation of issues arising from misuse, neglect, unauthorised modification, third-party equipment, or environmental conditions outside manufacturer specifications;

VII. Compliance testing, certification, or reporting for regulatory, statutory, or insurance purposes;

VIII. Access equipment, lifting equipment, traffic control, security clearances, inductions, or site-specific requirements not disclosed prior to the service visit;

IX. Works on systems not supplied, installed, or approved by UPS Solutions unless otherwise agreed in writing; and

X. Remediation of pre-existing conditions or latent defects.

Any services outside the agreed scope may be quoted separately and performed only upon written approval.

14.4 Customer Responsibilities: The Customer must:

I. Provide safe, timely, and unrestricted access to the Covered Equipment and site;

II. Ensure site conditions comply with manufacturer specifications and applicable safety standards;

III. Disclose all relevant site hazards, alarms, constraints, and access requirements prior to service;

IV. Obtain all required permits, shutdown approvals, and third-party consents;

V. Ensure authorised personnel are available where required; and

VI. Provide accurate system information where available. 

UPS Solutions may suspend, abort, or reschedule Services where site conditions are unsafe, access is restricted, or required information has not been provided. Charges may apply for aborted or rescheduled visits.

14.5 Limitations of Service: The Services are not a guarantee of system availability, uptime, or fault detection. Not all defects or failures may be identified during the provision of the Services due to system design, access limitations, operating conditions, or customer-imposed constraints. Any recommendations provided are advisory only. Responsibility for implementation rests with the Customer.

14.6 Liability – Service-Specific Limitation: To the maximum extent permitted by law, and subject to the Australian Consumer Law:

I. UPS Solutions’ total aggregate liability arising out of or in connection with the Services (whether in contract, tort, negligence, or otherwise) is limited to the total fees paid by the Customer for the Services in the twelve (12) months preceding the event giving rise to the claim;

II. UPS Solutions is not liable for any indirect, consequential, incidental, or economic loss, including loss of revenue, loss of data, loss of profits, or business interruption;

III. Where the Services are supplied to a Consumer (as defined under the Australian Consumer Law), UPS Solutions’ liability is limited, at its option, to resupplying the Services or paying the cost of having the Services resupplied, to the extent permitted by law.

UPS Solutions shall not be liable to compensate you for any loss or damage caused or contributed to by any delays in the provision of maintenance services including extended warranty and on-site warranty services due to unexpected customer demand or staff shortages or the unavailability of parts and equipment subject only to the guarantees in the Australian Consumer Law.

15. Remote Monitoring Services

15.1 Customer Network: Under a yearly subscription, UPS Solutions shall provide system-wide remote monitoring and support services for compatible UPS systems connected to the Customer’s network via a UPS Network Management Card. The scope, inclusions, and any limitations of the services shall be as set out in the applicable quotation, service schedule, or written agreement between the parties from time to time. Services may be delivered remotely and may include monitoring, reporting, diagnostics, optimisation support, software updates, alarm management, and associated support services. Any on-site attendance, response priorities, or access to spare parts shall be provided only where expressly included in the applicable quotation or service schedule.

15.2 UPS Solutions Remote & Site Monitoring Services – Private Network: Under a yearly subscription, UPS Solutions shall provide system-wide remote monitoring and support services for compatible UPS systems connected via the UPS Solutions Private Network. The scope, inclusions, service levels, and any limitations of the services shall be as set out in the applicable quotation, service schedule, or other written agreement between the parties. Services may be delivered remotely and may include monitoring, reporting, diagnostics, optimisation support, software updates, alarm management, and associated support services. Any on-site attendance, response priorities, service call-outs, or access to spare parts shall be provided only where expressly included in the applicable quotation or service schedule.

All monitored UPS devices must be fitted with a compatible Network Management Card.

16. Contact Details

UPS Solutions can be contacted in relation to the operation of the extended warranty as follows:

Address: UPS Solutions, 30/14 Loyalty Road, North Rocks, NSW, 2151

Telephone: 1300 555 992

Email: sales@upss.com.au

17. Price & Payment for Extended Warranty, Onsite Extended Warranty and Preventative Maintenance Services

17.1 Service Pricing: The price for all services is detailed in the quotation or proposal.

17.2 Payment Terms: All services must be paid annually in advance, prior to the commencement of the service period.

17.3 Price Adjustments: The prices for Extended Warranty, Onsite Extended Warranty, Preventative Maintenance Services, and Remote Monitoring Services will increase annually by either the Consumer Price Index (CPI) or 2%, whichever is greater.

18. Additional Payments

18.1 Incorrect Information: If you request a replacement UPS device or part and provide incorrect information (e.g., wrong serial number or model number), you agree to pay all costs incurred as a result. These costs may include, but are not limited to:

I. Additional freight charges,

II. Technician attendance at your premises, and

III. Administrative costs.

18.2 Assessment of Multiple Devices or Batteries: If you request replacement of more than one UPS device or battery, UPS Solutions may dispatch a technician to assess whether the items are defective. You agree to pay all costs incurred if the technician finds that the UPS devices or batteries are predominantly in good working order. These costs may include, but are not limited to:

I. Technician attendance at your premises, and

II. Administrative costs.

19. XRT6 Devices

19.1 Product Range: UPS Solutions sells its own branded single-phase UPS systems, referred to as “XRT6 Devices”.

19.2 Warranty Period: The warranty for XRT6 Devices applies as follows:

• 19.2.1. Registration: Where the XRT6 Device is registered, the warranty commences on the invoice date of purchase.
• 19.2.2. Transfer of Ownership: The warranty terminates if the original purchaser sells, transfers, or otherwise disposes of the XRT6 Device.
• 19.2.3. Remedy for Defects: If an XRT6 Device fails during the warranty period, UPS Solutions may, at its discretion:

I. Repair or replace the defective XRT6 Device, component, or part at no cost for standard shipping to the original purchaser, or
II. Refund the original purchase price of the XRT6 Device to the original purchaser.

• 19.2.4. Replacement Devices: For faster service, UPS Solutions may replace the defective XRT6 Device with a new, refurbished, or reconditioned unit without prior notice. The replacement device is covered by a warranty of ninety (90) days or the remainder of the original warranty, whichever is longer. The serviced XRT6 Device retains the remainder of the original warranty.
• 19.2.5. Exclusions: The warranty
  does not cover defects or damage caused by:

I. Accident, fire, flood, lightning, vandalism, or other acts of God;

II. Neglect, abuse, misuse, or improper shipping, storage, installation, application, operation, or maintenance;

III. Installation or use in environments outside recommended conditions (e.g., liquid exposure, extreme temperatures, direct sunlight, or halogen lighting);

IV. Removal, alteration, or tampering with the serial number;

V. Peripheral products or accessories not supplied by UPS Solutions (including software) or the installation, operation, or maintenance of such accessories;

VI. Costs associated with labour, access, removal, installation, temporary power, or other incidental expenses.

• 19.2.6. Accessories: Accessories shipped with the XRT6 Device (e.g., cables, manuals, CDs) are not covered under warranty.
• 19.2.7. Batteries: Batteries supplied by UPS Solutions must be recharged immediately after discharge. Batteries left discharged for extended periods may suffer permanent damage. Batteries in storage must be recharged every 3–6 months prior to use. Batteries supplied by UPS Solutions carry a 2 year warranty from the invoice date.

20. Australian Consumer Law

20.1 Consumer Guarantees: If you are a consumer, the following rights under the Australian Consumer Law (ACL) apply:

I. Our goods and services come with guarantees that cannot be excluded under the ACL.

II. You are entitled to a replacement or refund for a major failure.

III. You are also entitled to have goods repaired or replaced if they fail to be of acceptable quality and the failure does not constitute a major failure.

20.2 Definition of Consumer: For the purposes of the ACL, a person (including a corporation) is considered a consumer in relation to particular goods or services if either:

• 20.2.1. The total amount payable for the goods and/or services is $40,000 or less; or
• 20.2.2. The goods and/or services are of a kind commonly acquired for personal, domestic, or household use or consumption.

20.3 Application of Mandatory Laws in Other Jurisdictions: These Terms and Conditions are governed by the laws of New South Wales, Australia. Where goods or services are supplied to customers outside Australia, these Terms and Conditions apply to the fullest extent permitted by applicable law. Nothing in these Terms and Conditions excludes, restricts, or modifies any rights or remedies that cannot be excluded under the mandatory consumer protection laws of the jurisdiction in which the goods or services are supplied.

21. Unforeseen Events

A party is excused from performing its obligations under these Terms and Conditions to the extent that performance is prevented by circumstances beyond its reasonable control. This excludes lack of funds or, in the case of UPS Solutions, strikes, lockouts, or labour disputes within its organisation. Such circumstances include, but are not limited to, acts of God, natural disasters, acts of war, riots, and strikes outside the affected party’s organisation.

22. Non-Solicitation of Employees or Contractors

You agree not to solicit or attempt to solicit, directly or indirectly, UPS Solutions’ employees or contractors, either alone or with others, without the prior written consent of UPS Solutions. Any approved solicitation requires payment to UPS Solutions of an amount equal to three months’ remuneration of the relevant employee or contractor.

23. Severability

If any provision of these Terms and Conditions is found to be invalid, unenforceable, or of no effect under any applicable law, executive order, regulation, or by a court of competent jurisdiction, that provision shall be severed, and the remainder of these Terms and Conditions shall remain in full force and effect.

24. Governing Law

These Terms and Conditions are governed by the laws of the State of New South Wales and the Commonwealth of Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of NSW and any courts hearing appeals from those courts.

25. Interest on Late Payment

If payment of an invoice is not received within 14 days of the invoice date (unless otherwise agreed), UPS Solutions may charge interest on the unpaid amount at a rate equal to the Reserve Bank of Australia Cash Rate Target plus 4 percentage points.

26. Copyright

You acknowledge that UPS Solutions owns the copyright in all proposals and tender documents. You may not use UPS Solutions’ copyrighted material without prior written consent. If consent is granted, a fee of $150 per hour (exclusive of GST) will apply for use of the copyrighted material.