Matosin Enterprises Pty Ltd – Terms and Conditions

  1. Definitions
  1. “Matosin” means Matosin Enterprises Pty Ltd ATF Matosin Enterprises Trust T/A Network Administrators, its successors and assigns or any person acting on behalf of and with the authority of Matosin Enterprises Pty Ltd ATF Matosin Enterprises Trust T/A Network Administrators.
  2. “Client” means the person/s requesting Matosin to provide the Services as specified in any invoice, document or order, and if there is more than one person requesting the Services, it is a reference to each person jointly and severally.
  3. “Services” means interactive access to the Internet provided by Matosin to the Client (for the Client’s use), including any computer resources, software, data storage, computer communications facilities, Products, IP address and/or any other equipment supplied ancillary to the Services (“Products”) in order to facilitate the provision of Services. Where the context so permits, the terms ‘Services’ or ‘Products’ shall be interchangeable for the other. Any Products supplied to the Client by Matosin on a loan basis (for the duration of the Services):
    1. remain Matosin’s sole property;
    2. may be changed, substituted, revoked or repossessed by Matosin at Matosin’s sole discretion at any time; and
    3. are not transferable.
  4. “Price” shall mean the cost (plus any GST where applicable) of the Services as agreed between Matosin and the Client subject to clause 4 of this contract.
  5. “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this agreement, either party’s Intellectual Property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information and pricing details.
  6. “GST” means Goods and Services Tax as defined within the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  1. Acceptance
  1. The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for, or accepts Services provided by Matosin.
  2. These terms and conditions may only be amended with both parties’ consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Matosin.
  3. None of Matosin’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of Matosin in writing, nor is Matosin bound by any such unauthorised statements.
  4. Once accepted by the Client, Matosin’s quotation shall be deemed to interpret correctly the Client’s instructions, whether written or verbal. Where verbal instructions only are received from the Client, Matosin shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.
  5. Any advice, recommendations, information, assistance or service provided by Matosin in relation to Services provided is given in good faith, is based on information provided to Matosin, and Matosin’s own knowledge and experience. Whilst it shall be the responsibility of the Client to confirm the accuracy and reliability of the same in light of the use to which the Client makes or intends to make of the Services, human error is possible under these circumstances, and Matosin shall make all effort to offer the best solution to the Client.
  6. The Client warrants that it has not relied on any representation made by Matosin which has not been stated expressly in this agreement or upon any descriptions or illustrations or specifications contained in any document, including any catalogues or publicity material produced by Matosin.
  7. The Services supplied under this agreement do not include, unless otherwise specified in writing by Matosin:
  1. travel and accommodation required to provide authorised on-site Services;
  2. courier and freight charges;
  3. products and services supplied by a third party. Where the provision of Services requires Matosin to obtain products and/or services from a third party, the agreement between Matosin and the Client shall incorporate, and shall be subject to, the conditions of supply of such products and/or services to Matosin, and the Client shall be liable for the cost in full including Matosin’s margin of such products and/or services;
  4. support of other software, accessories, attachments, machines, hardware, peripherals, systems or other devices not supplied by Matosin;
  5. rectification of lost or corrupted data arising from any reason other than the negligence, fault or omission of Matosin;
  6. support which is rendered more difficult because of any changes, alteration, addition, modifications or variations to the Services, the operating system or the operating environment;
  7. attendance to faults caused by using the Products;
  8. diagnosis or rectification of problems not associated with the Products;
  9. loss or damage caused directly or indirectly by operator error or omission and over which Matosin has no control; and
  10. any direct costs other than Matosin’s personnel’s time and ordinary overheads.
  1. These terms and conditions may be meant to be read in conjunction with Matosin’s ‘Service Maintenance Agreement’, and if there are any inconsistencies between the two documents then the terms and conditions contained therein shall prevail.
  2. Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.
  1. Change in Control
  1. The Client shall give Matosin not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by Matosin as a result of the Client’s failure to comply with this clause.
  1. Price and Payment
  1. At Matosin’s sole discretion the Price shall be either:
  1. as indicated on any invoice provided by Matosin to the Client; or
  2. the Price as at the date of delivery of the Products/Services according to Matosin’s current price list; or
  3. Matosin’s quoted price (subject to clause 4.2) which will be valid for the period stated in this contract and/or Matosin’s quotation or otherwise for a period of seven (7) days.
  1. Additional and/or Varied Services:
  1. Matosin agrees that there will be no charge in the preparation of the initial quotation… However, in some instances these may be charged (at Matosin’s discretion).
  2. Matosin reserves the right to amend the Price where there is any variation to the accepted plan… which will be charged on standard hourly rates (or double outside normal business hours)…
  3. As a result of increases beyond reasonable control (e.g. materials, labour, or currency fluctuations).
  1. Variations will be charged for based on Matosin’s quotation, detailed in writing, and shown on invoices. The Client must respond within ten (10) working days or Matosin may add the variation cost to the Price. Payment is due upon completion.
  2. Matosin may charge a non-refundable setup fee at its sole discretion.
  3. The Price will be payable by the Client on a date determined by Matosin, which may be:
  1. on or before delivery of the Products and/or Services;
  2. by instalments/progress payments per Matosin’s payment schedule;
  3. seven (7) days after the end of the month a statement is issued;
  4. on the date specified in any invoice or document; or
  5. fourteen (14) days after the date of invoice if no specific due date is listed.
  1. Payment may be made by cash, cheque, bank cheque, electronic banking, credit card (surcharge may apply), or another agreed method.
  2. If finance is used, Matosin requires finalised documents and delivery acceptance within two (2) business days of delivery.
  3. Unless stated otherwise, the Price excludes GST. The Client must pay any applicable GST and taxes in addition to the Price.
  4. Non-cash payments are not deemed received until cleared. Matosin retains rights over the Services until cleared.
  5. Client may not withhold or set off payment amounts due unless agreed by Matosin. Invoice disputes must be raised within 14 days.
  1. Fixed Contract Term
  1. The Services will run for the agreed term and continue monthly after unless terminated as per clause 17.
  2. If terminated early by the Client, an early termination fee may apply based on the services and timing.
  3. Matosin may terminate early with consent if:
  1. Matosin offsets the termination effect (e.g. rebate); and/or
  2. Matosin migrates the Client to a replacement service for the remaining term.
  1. Terms of Use
  1. When using the Services, the Client must:
  1. comply with all applicable laws and Matosin’s instructions;
  2. keep all login credentials and data secure;
  3. follow any reasonable instructions from Matosin;
  4. use the Services only as permitted by these terms;
  5. use back-up power and surge protection at premises;
  6. respond promptly to Matosin communications;
  7. provide timely and accurate responses to Matosin’s info requests.
  1. The Client must not:
  1. use the Services to offend, defame, abuse, menace or annoy;
  2. engage in any illegal or fraudulent activity using the Services;
  3. advertise without written approval from Matosin;
  4. breach any intellectual property rights;
  5. transmit or publish inappropriate or offensive content;
  6. expose Matosin to liability from usage;
  7. interfere with the Services or network;
  8. intercept communications not intended for them;
  9. contact Matosin’s suppliers directly regarding services or faults.
  1. If Matosin believes these terms are breached, it may:
  1. refuse to post public infringing information;
  2. remove/edit such information from its network (except private messages);
  3. stop any related communication;
  4. suspend the Services temporarily or indefinitely;
  5. terminate Services and refuse future provision to the Client or their associates;
  6. report suspected illegal activity to authorities.
  1. Matosin may delete any content stored on its equipment that is obscene, unauthorised, unlawful, excessive, or uncollected without liability or notice.
  1. Provision of the Services
  1. Matosin may deliver Services in instalments, each billed and payable separately.
  2. Delivery times are estimates only. Matosin isn’t liable for delays. If a delay is due to the Client’s action/inaction, Matosin may:
  1. charge for re-provisioning at a later time/date; or
  2. terminate the agreement (see clause 17.3(b)).
  1. Risk and Limitation of Liability
  1. The Client agrees Matosin is not liable for:
  1. any loss or damage related to provision of the Services, whether direct or indirect; or
  2. any legal violations arising from supplied content, unless caused by Matosin’s negligence.
  1. The Client uses Services at their own risk. While Matosin aims to ensure quality, no guarantee is made for uninterrupted or error-free Services. Matosin and its providers may suspend or terminate connections at any time for valid reasons.
  1. Any third-party provider may suspend or end their connection to the Services;
  2. The Services may also suspend their connection to a third-party provider.
  1. Suspension or termination as described above is not a breach of contract.
  2. Matosin is not liable for resulting losses from any such suspension.
  3. Subject to clause 13, Matosin is not liable for any indirect, incidental, or consequential losses or damages (including lost profit, opportunity, data, or legal fees). Liability, if any, is capped at the total Price paid.
  1. Access
  1. Matosin may need to access the property to provide the Services. The Client agrees to provide safe access for the following:
  1. Install any Products to facilitate the Services;
  2. Inspect, test, maintain, repair or replace the Products;
  3. Recover the Products after termination. Matosin is not liable for removal or remediation costs.
  1. If the Client does not own the property, they must obtain the owner’s permission for access and installation.
  2. The Client owes the value of the Products as a debt if access is denied, or the Products are lost or damaged.
  1. Title
  1. Ownership of Products remains with Matosin until:
  1. All amounts due are paid in full; and
  2. All other Client obligations to Matosin are fulfilled.
  1. Until ownership passes:
  1. The Client is a bailee and must return Products upon request;
  2. Insurance benefits are held in trust for Matosin;
  3. The Client must not sell or part with Products except in ordinary business for market value and must hold proceeds in trust;
  4. If Products are mixed/converted, the outcome is held in trust and must be returned or disposed as Matosin directs;
  5. Matosin may enter premises to recover Products;
  6. Matosin may recover Products in transit regardless of delivery;
  7. Products must not be charged or otherwise encumbered;
  8. Matosin may pursue legal action to recover the Price even if ownership hasn’t passed.
  1. Personal Property Securities Act 2009 (“PPSA”)
  1. Terms like financing statement, security interest, etc., have meanings under the PPSA.
  2. These terms form a security agreement and create a security interest over Products and related obligations.
  3. The Client agrees to:
  1. Sign documents and provide up-to-date information as needed;
  2. Register financing statements or changes;
  3. Register other required documents;
  4. Correct defects in registrations;
  1. Reimburse Matosin for registration costs;
  2. Not register changes or interests without consent;
  3. Not allow others to register interests over the Products or accounts.
  1. Sections 96, 115, and 125 of the PPSA do not apply to this agreement.
  2. The Client waives notice rights under PPSA sections 95, 118, 121(4), 130, 132(3)(d), and 132(4).
  3. The Client waives rights under sections 142 and 143 of the PPSA.
  4. The Client waives rights to receive verification statements unless agreed otherwise in writing.
  5. The Client must ratify any PPSA actions Matosin takes.
  6. Nothing in this clause is intended to contract out of the PPSA unless allowed.
  1. Security and Charge
  1. To secure performance, the Client charges all assets (current and future) with obligations under this contract.
  2. The Client indemnifies Matosin for all legal costs incurred while enforcing this charge.
  3. The Client appoints Matosin and its directors as attorneys to sign documents and enforce this clause.
  1. Defects, Warranties and the Competition and Consumer Act 2010 (CCA)
  1. The Client must inspect Services and notify Matosin of defects within seven (7) days. Matosin must be allowed to review the Services.
  2. Statutory warranties and Non-Excluded Guarantees may apply under law.
  3. These terms do not exclude or modify Non-Excluded Guarantees.
  4. Except for those, Matosin provides no other warranties and limits liability as allowed by law.
  5. If the Client is a consumer, liability is limited per section 64A of the CCA.
  6. If Matosin cannot rectify or re-supply Services, a partial refund may be offered for any defective portion.
  7. If the Client is not a consumer:
  1. Liability is limited to any express warranty given;
  2. Or to any warranty Matosin is entitled to, if not the manufacturer;
  3. Otherwise liability is excluded.
  1. Matosin is not liable for defects or damage arising from:
  1. Improper storage or maintenance by the Client;
  2. Use for other than intended purposes;
  3. Continued use after becoming aware of defects;
  4. Third-party interference or unauthorised changes;
  5. Ignoring provided instructions;
  6. Wear and tear, accidents, or natural events.
  1. Returns of non-defective Products may be accepted with up to 30% handling fees plus freight.
  2. Returns required by law will only be accepted under legal terms.
  1. Intellectual Property
  1. Any patentable idea or product developed by Matosin remains Matosin’s property. The Client may not use it without written consent.
  1. Default and Consequences of Default
  1. Interest on overdue invoices accrues at 2.5% per month (compounding at Matosin’s discretion).
  2. The Client must cover all debt recovery costs incurred by Matosin (including admin, legal, and dishonour fees).
  3. If a payment is reversed and found fraudulent or in breach of agreement, the Client is liable for the reversal plus costs.
  4. If the Client breaches any obligation, Matosin may suspend or terminate Services. Matosin is not liable for resulting losses.
  5. All amounts become immediately due if:
  1. Payments are overdue or unlikely to be paid in Matosin’s opinion;
  2. The Client exceeds any credit limits;
  3. The Client becomes insolvent, enters arrangements with creditors, or assigns assets to creditors;
  4. A receiver, liquidator, or similar is appointed over the Client or their assets.
  1. Confidentiality
  1. Each party agrees to keep the other party’s Confidential Information private and not disclose it without written consent (subject to clause 16.2).
  2. Each party agrees to:
  1. Use Confidential Information only as necessary for its intended purpose;
  2. Not copy or reproduce it in any way;
  3. Only disclose it to:
    • Employees and third-party providers needing access and bound by confidentiality;
    • Legal and insurance advisers who also agree to confidentiality;
    • Others only with prior written consent or as required by law or regulators.
  4. Return or destroy Confidential Information upon request, unless legally required to retain it;
  5. Exclude from “Confidential Information” anything:
    • Publicly available (without breach);
    • Provided by an authorized third party;
    • Independently developed.
  6. These confidentiality obligations survive termination of this agreement.
  1. Cancellation and Termination
  1. Either party may cancel:
    • Anytime, with 30 days’ notice, if no fixed term is specified;
    • After the contract term ends, with 30 days’ notice.
  2. Matosin may also cancel:
    • Before Services start, if they are not feasible to deliver;
    • If the Client breaches materially and it cannot be remedied.
  3. If the Client:
    • Cancels before term ends, they must pay until the term ends;
    • Fails to give 30-day notice before contract end, it auto-renews monthly unless cancelled with proper notice.
  4. If the Client delays the Services for more than 3 months from acceptance, Matosin may terminate and invoice for all completed work, payable in 7 days.
  1. Privacy Act 1988
  1. The Client consents to Matosin obtaining a credit report from a CRB containing personal credit information.
  2. Matosin may share information with other credit providers or related companies to:
    • Assess credit applications;
    • Report Client defaults;
    • Check credit status if in default with others;
    • Assess general creditworthiness (including past 2 years).
  3. The Client allows Matosin to obtain consumer credit reports to recover overdue payments.
  4. Client information may be used for:
    • Providing the Services;
    • Verifying payment/credit history;
    • Processing payments or credit facility requests;
    • Debt collection efforts.
  5. Matosin may give information to a CRB to:
    • Obtain a credit report;
    • Create or maintain a credit file.
  6. CRB information may include:
    • Personal details (name, DOB, etc.);
    • Credit provider identity and status;
    • Credit type and application details;
    • Defaults over 60 days with recovery attempts;
    • Serious credit infringements;
    • Overdue payments of $150 or more.
  7. The Client may request:
    • A copy of retained personal information and corrections if needed;
    • That their information is not used for direct marketing.
  8. Matosin will destroy personal data on request unless legally required to retain it.
  9. Privacy complaints can be made via email. Matosin will respond within 7 days and aim to resolve within 30 days. If unresolved, Clients may escalate to the OAIC at www.oaic.gov.au.
  1. Dispute Resolution
  1. Either party may issue a written dispute notice with details. Within 14 days, both parties must meet and attempt to resolve the issue. If unresolved:
  1. The dispute will be referred to a single arbitrator appointed by the President of the Institute of Arbitrators Australia;
  2. Arbitration will follow their Commercial Arbitration Rules.
  1. Unpaid Seller’s Rights
  1. If the Client leaves an item for service and fails to pay in full, Matosin may:
    • Exercise a lien on the item;
    • Retain or sell it in line with applicable laws on uncollected goods.
  2. The lien remains valid even after legal action or judgment for recovery has commenced.
  1. General
  1. Failure to enforce a term is not a waiver of that term.
  2. These terms are governed by the laws of New South Wales, and disputes are subject to its courts.
  3. Neither party may assign this contract without written consent. Matosin may subcontract Services but remains responsible for obligations. Clients may not direct subcontractors without Matosin’s permission.
  4. Matosin may update terms by written notice. Changes take effect upon Client acceptance or when a new service is requested.
  5. Neither party is liable for failure due to force majeure (e.g., natural disasters, war, strikes, etc.).
  6. Both parties warrant they are legally authorized, solvent, and that this agreement is valid and binding.