Insight's Terms of Sale - Work at Home (WAH) Licences
THESE TERMS AND CONDITIONS ("AGREEMENT") APPLY TO YOUR ORDER AND PURCHASE OF SOFTWARE provided by Microsoft and Adobe under the Work at Home (“WAH”) license program, ("WAH PRODUCT") SOLD BY INSIGHT through its website from nz.insight.com (the "Website"). Insight may, from time to time and at its sole option, revise this Agreement without notice by posting the revised agreement on the Website. The Agreement posted on the Website at the time Insight accepts your order will govern that purchase.
- Accuracy of Data/Corrections. Insight obtains certain data directly from the publisher or supplier of WAH Products and is not responsible for pricing, typographical or other errors in any such data. In addition, availability of third party WAH Product is subject to change without notice. Insight reserves the right to cancel orders related to such errors or WAH Product discontinuation or unavailability, and to correct the Website at any time, including pricing errors not detected until after Insight's confirmation or e-mail response.
- Prices/Payment Terms. Your order is subject to review and acceptance by Insight. Confirmation of any order may take up to 48 hours to process by Insight. Terms of payment are within Insight's sole discretion. Credit card payments are generally acceptable to Insight unless credit card payment approval is or has been declined.. Insight may invoice part of an order separately. Prices are subject to change at any time prior to Insight's acceptance of your order. You must advise Insight in writing of any errors or mistakes on any invoice within 14 days after receipt of such invoice. In the event you fail to notify Insight of any such errors within such 14-day period, you will be deemed to have accepted the invoice as accurate and complete. You agree and are responsible for the payment of the total purchase price for WAH Products, plus taxes (including any GST that is payable), shipping and delivery charges, and any additional bank transaction fees that your order may incur. If you provide an incorrect or incomplete delivery address (postal, electronic or email) for your order, you may be liable to pay for the additional costs associated with the redelivery of your order. Invoices are due and payable within the time frame and in the currency specified on the invoice, measured from the date of invoice. Where invoices are paid in a currency other than that specified on the invoice, you agree to remit payment to Insight for any losses incurred upon conversion of any payments received which result in a short-payment of such invoices. In addition, if payments are not received as described above, Insight reserves the right to suspend further deliveries until payment is received.
- Credits. You must expend or apply any credits issued to you by Insight for any reason within two years from the date the credit is issued. If not used within such period, credits will automatically expire.*
- Delivery/Title/Risk of Loss. Insight will use commercially reasonable efforts to meet requested delivery times but does not guarantee delivery by a stated time and is not responsible for any damages due to delays or the failure to meet a stated delivery schedule. Insight reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle you to cancel other installments. WAH Product will be delivered to you FOB Origin (Insight's facility or the facility of any of Insight's suppliers who drop ship direct), freight prepaid and added. Title and risk of loss shall pass to you when WAH Product is delivered to the transportation carrier. Insight is not responsible for insuring shipments, nor for any loss or damages to Product during shipment and recommends you obtain insurance for shipments. Title and risk of loss for such shipments shall pass upon delivery at the requested delivery destination. Notwithstanding anything in this paragraph, title to software WAH Product remains with the applicable licensor(s), and your rights and obligations related to software are contained in the license agreement between you and the licensor(s). You are responsible for the secure retention and/or loss of software authentication codes and product key information. Insight will not be held responsible under any circumstances for any loss. Upon the passing to you of title to WAH Product purchased by you under this Agreement, you will grant, or be taken to have granted, to Insight a security interest in that product to secure payment in full to Insight for that product. You authorize Insight to execute and file a financing statement or other documents, or take any other action necessary or desirable, to register such security interest on the Personal Property Securities Register or otherwise to perfect Insight's security interest. You must promptly at your own cost take any action required by Insight to ensure that such security interest is enforceable, perfected, protected and afforded the priority ranking required by Insight. Insight's security interest in WAH Product purchased by you under this Agreement shall be automatically released (without anything further to be done) when Insight has received all amounts due for that product in full and immediately available funds. While such security interest remains outstanding, you must not, without Insight's prior written consent, sell, assign, transfer or otherwise dispose of WAH Product subject to such security interest or create or permit the creation or existence of any other security interest in that product. To the extent not prohibited under the Personal Property Securities Act 2009 (Cth) (PPSA), you waive your right to receive a copy of any verification statement or any other notice required to be given by Insight under section 157 (verification statements) or any other provision of the PPSA in respect of any such security interest in favour of Insight.
- Competition and Consumer Act 2010 ("CCA"). These Terms of Sale must be read and construed subject to any statutory provisions, which cannot lawfully be excluded, restricted or modified. If any such statutory provisions apply then, to the extent to which Insight is entitled to do so and at Insight's option, Insight limits its liability pursuant to such provisions to the replacement, repair or refund of the cost of WAH Product. Nothing in these terms and conditions shall be construed as being contrary to the provisions of the CCA.
- Limited Warranty. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT ALWAYS TO THE CCA CLAUSE:
- WAH PRODUCTS ARE PUBLISHED OR PROVIDED BY THIRD PARTIES AND ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY BY INSIGHT OF ANY KIND, EITHER EXPRESS OR IMPLIED. Publisher Warranties, if any, for WAH Product are contained in the license agreement that governs its purchase and use Insight shall pass through to you, to the extent available, any publisher's/supplier's written warranties associated with WAH Products purchased from Insight.
- Disclaimer of Warranty. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT ALWAYS TO THE CCA CLAUSE, THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND YOUR SOLE AND EXCLUSIVE REMEDIES. INSIGHT DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. No agent or employee of Insight or any other party is authorized to make any warranty in addition to those made in this Agreement. WAH Product is provided subject to, and you agree to be bound by, the license agreement that is part of the package. Once the package is opened or the seal is broken, you are bound by the license agreement. Subject to the foregoing, Insight does not warrant any WAH Product provided under this Agreement.
- Limitations on Use. You agree and represent that you are buying WAH Product for your own personal use and not for resale. If WAH Product purchased under this Agreement is intended for export, it may be subject to export regulations. You accept full responsibility for and agree to comply fully with all export regulations, including obtaining export licenses. The export of WAH Products may also alter or void the publisher's warranty. WAH PRODUCTS OFFERED BY INSIGHT ARE NOT DESIGNED FOR USE IN LIFE SUPPORT, LIFE SUSTAINING, NUCLEAR SYSTEMS OR OTHER APPLICATIONS IN WHICH FAILURE OF SUCH PRODUCTS COULD REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, LOSS OF LIFE OR CATASTROPHIC PROPERTY DAMAGE. USE IN ANY SUCH APPLICATIONS IS AT YOUR SOLE RISK.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- INSIGHT WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, PROFITS, DATA, OPERATIONAL EFFICIENCY, USE OR INFORMATION, ARISING UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION OR THEORY OF RELIEF (INCLUDING NEGLIGENCE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Any liability for direct damages arising under this Agreement, regardless of the form of action or theory of relief, is limited to the purchase price of the WAH Product. No action arising out of the transactions under this Agreement may be brought by you more than one (1) year after the damage, loss or expense occurred. Insight is not liable for any claim made by a third party or made by you for a third party.
- Termination. You may cancel any order for WAH Product at no charge up to five (5) business days prior to scheduled shipment upon written notice to Insight, unless such WAH Product has been modified or otherwise reconfigured in accordance with your specifications. Cancellation shall not relieve your duty to pay for WAH Products shipped, services performed or expenses incurred by Insight prior to such notice. For the avoidance of doubt, you are responsible for any bank charges, GST, delivery fees your order may have incurred regardless of whether you have validly cancelled your order under this Agreement. If an order is cancelled prior to shipment, your sole remedy and Insight's sole obligation will be a full refund of the purchase price paid for the WAH Product. Cancellation of orders following shipment must be made in accordance with the return policies of the manufacturer, publisher or supplier of the WAH Product.
- Governing Law and Venue. This Agreement will be governed by the substantive laws of New South Wales, Australia without giving effect to any conflict of law rules. You are responsible for compliance with local laws, if and to the extent local laws are applicable. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Both parties to this Agreement specifically agree to submit to the exclusive jurisdiction of, and venue in, the courts of New South Wales, Australia in any dispute arising out of or relating to this Agreement.
- Assignment. Insight may assign or subcontract all or any portion of its rights or obligations with respect to the sale of WAH Products and/or assign the right to receive payments without your consent. You may not assign this Agreement or any of its rights or obligations without the prior written consent of Insight. Subject to the restrictions in assignment contained in this provision, this Agreement will be binding on and inure to the benefit of the parties hereto and their successors and assigns.
- Force Majeure. Insight will not liable for failure to fulfill its obligations under this Agreement or for delays in delivery or performance due to causes beyond its reasonable control. Insight's time for performance of any such obligation will be extended for the time period of such delay, or Insight may, at its options, cancel any order or remaining part thereof, without liability, upon notice to you.
- Miscellaneous. No provision of this Agreement may be waived, amended or modified by either party except by a written agreement signed by both you and Insight. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights. The relationship between Insight and you is that of independent contractors and not that of employer/employee, partnership or joint venture. If any part of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, all other parts will still remain in effect. Notices to be provided under this Agreement must be in writing and will be deemed received upon the earlier of: 1) actual receipt; 2) three (3) days after mailing, if mailed postage prepaid by regular mail or airmail; or 3) one (1) day after such notice is sent by courier or facsimile transmission. The terms and conditions applicable to all returns are set forth in Insight's Return Policy on the Website. Terms in effect at the time of WAH Product purchase shall apply to any requested returns.
- Entire Agreement. This Agreement constitutes the entire agreement between us regarding this purchase of WAH Products from Insight and supersedes and replaces any previous communications, representations or agreements. Any additional or different terms or conditions contained in any purchase order or other documents provided by you are considered material alterations to this Agreement, expressly rejected and will not be binding upon Insight.
Revised January, 2014