1.0   Definitions

1.1.    Client - means the person or entity named in the Graphisoft Australia Investment Form. Goods - means disks, software, hardware, written materials and other items set out in the Graphisoft Australia Investment Form. These terms and conditions shall apply to all goods and services provided to the customer and take precedence over any terms that may be offered by the Client. If any provision of these conditions is unenforceable that provision shall be deemed to be modified to the extent necessary to make it enforceable or if modification is not practical the provision shall be deemed to be deleted but without affecting the remainder of these conditions. Graphisoft Australia shall not be bound by any variation of these terms unless it is expressly agreed in writing.

2.0   Quotation/Price

2.1.    Any price quoted shall remain valid for fourteen (14) days from the date of quotation.

2.2.    A quotation shall apply only to the goods, quantity of goods and services as specified.

2.3.    Bundled pricing if stated on Quotation only applies if complete system, including software, hardware and services as stated are purchased.

3.0  Payment

3.1.    GST is payable where it applies unless a GST Exemption is specifically quoted.

3.2.    Payment shall be the GST inclusive price and shall be in accordance to the terms negotiated for each offer.

3.3.    Updates of the software and accompanying goods will be offered at the then current price.

4.0   Supply

4.1.    Whenever installation forms part of the agreed supply services the Client shall provide Graphisoft Australia with reasonable access at all reasonable times to complete installation. Failure by the Client to do so shall not serve to delay the Client’s obligation to pay any part of the contract price beyond the date that in the normal course such payment would have been due.

4.2.    Graphisoft Australia reserves the right to make part delivery and installation of an order or to delay delivery and installation if the Client is in default of the contract price.

4.3.    Delivery will be notified at time of receipt of signed Investment Form. Normal delivery of standard items is ten (10) to fifteen (15) working days after receipt of Client’s order.

5.0   Services

5.1.    Installation and Training outside of the metropolitan area may incur additional costs for travel and associated expenses.

5.2.    Technical support for ArchiCAD or other software packages that might be included in any technical support services detailed on the Investment Form means that Graphisoft Australia is available by telephone, fax or e-mail for technical support of the software for the period stated. Graphisoft Australia does not guarantee a specific response time but normally same day response can be expected. Unless the Client has taken out a Select Client Club Agreement and he is entitled to priority technical support and all requests should be sent via the www.arkiklub.com web site. Graphisoft Australia will use its best efforts to resolve the problem and provide answers as appropriate.

5.3.    If technical support services require Graphisoft Australia personnel to visit the Client’s site to advise or resolve the problem then this would normally be charged out at the then current call out rates plus reasonable costs for travel to and from the Client’s site.

6.0  Risk

6.1.    Risk of any loss or damage to the goods shall pass to the Client immediately upon delivery to the Client’s premises. Software should be insured for its full replacement value. In the event of loss or theft of the hardware lock in the absence of a Select Client Club Agreement another full licence fee will need to be paid.

7.0  Title and Licencing

7.1.    Notwithstanding that risk for goods may have passed, title and ownership of goods (in which title may pass) does not pass to the Client until the price has been paid in full.

7.2.    All rights of Intellectual Property (whether registered, pending registration or otherwise) in the software shall remain the sole property of the author of such software.

7.3.    In completing the purchase of the goods the Client is granted a licence to use the software at a single computer location unless otherwise expressly authorised in writing by Graphisoft Australia.

7.4.    The Client may copy the software in machine-readable form for backup purposes only. The copy shall identify the proprietor’s copyright notice and proprietary legends.

7.5.    Written materials accompanying the software shall not be copied and the software shall not be modified, merged or included with other software nor shall it be recompiled, reverse engineered, disassembled or otherwise reduced to a human - perceivable form.

7.6.    The software is licenced to the Client only and shall not be transferred to any third party without the prior written consent of the developer or Graphisoft Australia on its behalf.

8.0  Warranties/Limitation of Liability

8.1.    Graphisoft Australia does not unconditionally warrant that the goods shall be or remain free of defects (bugs). Graphisoft Australia gives no warranty whether expressed or implied as to the merchantability or fitness for a particular purpose of the goods. The Client shall be solely responsible for determining whether or not the goods are suitable for the Client’s requirements whether or not those requirements have been communicated to Graphisoft Australia.

8.2.    Under no circumstances (including negligence) shall Graphisoft Australia be liable for any incidental, special or consequential damages that result from the misuse of or inability to use the goods.

8.3.    Graphisoft Australia shall have no liability for any loss or damage including incidental, special or consequential damage for any delay or inability to deliver or install the goods in whole or part by any indicative date.

9.0   Special Upgrade Terms and Conditions

9.1.    Graphisoft Australia is able to offer an upgrade of the current Version of ArchiCAD software to “the latest version of ArchiCAD. Any upgrade offer by Graphisoft Australia is strictly on the basis that you return via the prepaid courier pack all old (non-electronically upgradeable) hardware locks associated with the licence upgrade. Those locks are to be returned to Graphisoft Australia within five (5) working days of receipt by you of the ArchiCAD upgrade package. Failure to comply strictly with this requirement renders you liable for full payment of the cost of the ArchiCAD licences pertaining to the hardware locks not returned.